Terms of Service Agreement

General Information

This Agreement is effective when you clicks to accept it (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

Parties

• Canagon is a registered trade trademark and trade name of service operated by Celko Ltd., 6-9 Trinity Street, Dublin, Ireland (“Canagon”, “Company”, “we”, “us”, or “our”).
• You, the individual or entity using the Services (as defined below) (“Customer”, “you”, “your”, or “yours”).

Definitions

• Account: Your account with Canagon for accessing and using the Services.
• Agreement: This Terms of Service Agreement, including any exhibits, schedules, or addenda attached hereto.
• Services: All services offered and resold by Canagon under this Agreement.
• Website: The Canagon’s website is https://www.canagon.com and all subdomain sites ending with .canagon.com.
• Notification Email Address: The primary email address(es) designated by the Customer for the Account.

Services

Service Description

We offer the following services under this Agreement:

• Web Hosting: We provide shared or dedicated web hosting solutions with features such as disk space, bandwidth, email accounts, databases, and website builders.
• Domain Registration: We facilitate the registration and management of domain names for your websites.
• Google Workspace Reseller: We act as a reseller for Google Workspace, allowing you to purchase and manage subscriptions for Google Workspace applications on your own domain name and other SKU’s available for reseller offerings.

Restrictions and Prohibited Uses

You agree to use the Services only for lawful purposes and in accordance with all applicable laws and regulations. You are prohibited from:

• Using the Services in a manner that could damage, disable, or overburden our infrastructure or network.
• Hosting content that is illegal, harmful, or infringing on the rights of others.
• Transmitting spam or other unsolicited communications.
• Attempting to gain unauthorized access to the Services or any other user accounts.
• Sharing your account credentials with any unauthorized person.
• Reselling or sub-licensing the Services without our written permission.

This list is not exhaustive, and we reserve the right to terminate your access to the Services for any violation of these Terms of Service.

User Accounts and Responsibilities

Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and any use of its Account. Canagon has no obligation to provide multiple accounts to Customer.

Account Creation and Termination

• You are responsible for creating and maintaining a secure and accurate account with us.
• You must provide us with complete and accurate information during the account creation process.
• You are responsible for keeping your account password confidential and not sharing it with anyone.
• We may terminate your account or suspend your access to the Services at any time without notice if you violate these Terms of Service or engage in any other activity that we deem harmful or illegal.

User Obligations

• You are responsible for all activity that occurs on your account, whether by you or any authorized user.
• You agree to:
  • Use the Services in a lawful and responsible manner.
  • Comply with all applicable laws and regulations.
  • Not use the Services in a way that could damage, disable, or overburden our infrastructure or network.
  • Not transmit spam or other unsolicited communications.
  • Not infringe on the intellectual property rights of others.
  • Not to engage in any other conduct that we deem harmful or illegal.

Data Security

• You are solely responsible for the security of all data that you upload or store on the Services.
• We recommend that you use strong passwords and other security measures to protect your data.
• We are not responsible for any loss or damage to your data that results from your failure to protect it adequately.

Intellectual Property

Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data, and Canagon retains all Intellectual Property Rights in the Services.

Your content

• You retain all ownership rights to your data and content (e.g., website files, emails, documents) uploaded or stored on the Services.
• We will not access or disclose your content except as necessary to provide the Services or as required by law.

Company content

• We own all intellectual property rights in the Services themselves, including the software, website design, and branding elements.
• You are granted a non-exclusive, non-transferable license to use the Services for your designated purposes under this Agreement.

Domain names

• You acknowledge and agree that you are solely responsible for registering and maintaining the ownership of your domain names.
• We act as a facilitator for domain registration and do not claim any ownership rights over your registered domains.

Google Workspace

• Google owns all intellectual property rights in the Google Workspace applications and services.
• Your use of Google Workspace is subject to Google’s separate Terms of Service and Privacy Policy.

Payment terms

Billing options

Monthly plans

If Customer selects this option, Customer will not be committed to purchase the Services for a pre-defined term, but will pay Fees based on its daily usage of the Services, billed monthly in arrears. Any partial day of Services usage will be rounded up to a full day of Services usage for the purposes of calculating Fees.

You will be billed at the beginning of each month for your previous subscription period. Your first invoice will include pro-rated charges for the subscription period.

Annual/Fixed-term plans

Customer will be committed to purchasing the Services for one or more annual terms (as selected by Customer). Canagon will bill Customer according to the terms associated with Customer’s elections on the Order Form

Payment

We accept payment by credit cards, debit cards or bank transfer upon agreement. Payments made via wire transfer, ACH, SEPA or other bank transfer products must include information provided by Canagon.

Other forms of payment

Customer may change its payment method to any other method that Canagon may enable in the Admin Console, subject to acceptance by Customer of any additional terms applicable to that payment method.

Late fees

Fees are considered overdue 16 days after the end of the month during which Customer received the Services. If customer is billed using invoices, payments are due on the date specified on your invoice, usually 14 days or 7 days from the invoice issue date.

The date of a second failed credit card charge attempt in the row is counted towards the 1st day of the late payment. On the same day customers’ billing contact will be notified to update their credit card information urgently.

Your continued access to the Services is contingent upon timely payment. If payment is not received within 14 days of the due date, Canagon may suspend your service access. If the payment remains outstanding after 30 days, your account will be terminated. We will attempt to notify you and your billing contact via email before any suspension or termination occurs.

Google Workspace customers may be temporarily suspended including all their active services on the Google Cloud platform if owed payments are overdue for more than 14 days.

Refunds

Our refund policy varies depending on the specific service and subscription plan. You can find our detailed refund information within the product description pages on our website.

Domain name purchases are final and non-refundable due to the technical nature of the registration process.

Taxes

(a) You are responsible for paying any Taxes, and will pay Canagon for the Services without any reduction for Taxes. All prices are exclusive of taxes like Sales Tax, VAT, or GST. We will add the applicable tax rate to your invoice according to your location and our current economic nexus threshold/status in your location.

(b) Customer will provide Canagon with any applicable tax identification information that Canagon may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Canagon for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

Term and Termination

Term

The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated or not renewed.

Termination by you

You may terminate this Agreement at any time by providing 30 days written notice to us. Your termination right is subject to the payment of all outstanding fees and charges due under this Agreement. Upon termination, some services will be prorated and you will pay for only what you used. Certain services such as licenses or services provided by third parties must be paid in full for the started subscription period, see the pricing page or consult our sales team.

Termination by us

We may terminate this Agreement immediately upon written notice to you if:

• You materially breach any provision of this Agreement and fail to cure such breach 7 days after written notice;
• You become insolvent, bankrupt, or the subject of any other winding-up or liquidation proceedings;
• You cease to operate your business; or
• We cease to offer the Services generally.

We may also terminate this Agreement with written notice to you if we determine, in our sole discretion, that it is necessary to do so:

• To comply with any applicable law, regulation, or court order;
• To protect the rights, safety, or property of ourselves, our affiliates, or our users; or
• To avoid any harm or financial loss to ourselves or our business.

Effect of Termination

Upon termination of this Agreement:

• All licenses granted hereunder shall immediately terminate.
• You shall immediately cease all use of the Services.
• We shall remove your data from the Services.
• You shall remain liable for all outstanding fees and charges due under this Agreement.

Survival

The provisions of this Agreement that are by their nature intended to survive termination shall survive termination of this Agreement, including, without limitation, the provisions relating to intellectual property, confidentiality, disclaimers of warranties, limitations of liability, and indemnification.

Data Protection

Data Processing

Please refer to our privacy policy at https://www.canagon.com/legal/privacy for more information.

Canagon acts as the Data Controller for personal data collected and processed in relation to your use of the Services. You are the Data Controller for any personal data you upload or store on the Services.

We process your personal data based on the following legal bases:

• To provide you with the Services and fulfill our contractual obligations.
• To operate and improve the Services, detect and prevent fraud, and comply with legal requirements.
• Where required by law, we will obtain your specific consent before processing your data for certain purposes.

We retain your personal data for no longer than necessary to fulfill the purposes for which it was collected, considering legal requirements and best practices.

We implement appropriate technical and organizational measures to protect your personal data from unauthorized access, disclosure, alteration, or destruction.

You have the right to access, rectify, erase, restrict, object to, and receive your personal data in a portable format. You also have the right to lodge a complaint with the Irish Data Protection Commission.

Data Processing Agreements

We enter into Data Processing Agreements with any third-party processors we use to ensure they comply with relevant data protection regulations and protect your personal data.

Breach Notification

If we become aware of a data breach that affects your personal data, we will promptly notify you and relevant authorities as required by law.

Transfer of Data Outside the EEA

We may transfer your personal data outside the European Economic Area (EEA) to Google and other third-party providers located in countries with adequate data protection safeguards. We rely on standard contractual clauses and other appropriate safeguards to ensure the security and protection of your personal data.

Disclaimer

Except as expressly provided for in the Agreement, Canagon does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about content or information accessible through the Services.

Limitation of Liability

1. Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
2. Limitation on Amount of Liability. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 6 months before the event giving rise to Liability.
3. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:
   • (a) its fraud or fraudulent misrepresentation;
   • (b) its obligations under the Indemnification Section;
   • (c) its infringement of the other party’s Intellectual Property Rights;
   • (d) its payment obligations under the Agreement; or
   • (e) matters for which liability cannot be excluded or limited under applicable law.

Indemnification

You agree to defend, indemnify, and hold Canagon and its Affiliates harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from (a) any breach of Your covenants under these Terms; (b) Your use of the Services; (c) any defamatory, libelous or illegal material contained within User Content or Your information and data; (d) any claim or contention that Your Content, Your information and data, or Your use of any Third-Party Services infringes any third party’s patent, copyright or other intellectual property rights or violates any third party’s rights of privacy or publicity; (e) any third party’s access or use of User Content or Your information and data; (f) any violation of the applicable Policies (see Sections 10 and 11). In the event of a claim under this section, Canagon shall be permitted to select legal counsel to provide a defense to such claim. Canagon reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from You, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of Canagon, which shall not be unreasonably withheld.

Miscellaneous

Notices

Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Canagon must be sent to legal@canagon.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

Emails

The parties may use emails to satisfy written approval and consent requirements under the Agreement.

Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

Choice of law

This Agreement shall be governed by and construed in accordance with the laws of Ireland.

Severability

If any part of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.