Terms and Conditions

Common Terms and Conditions

1. Interpretation
   1. In this Contract:
      1. Calico UK means Calico Internet Ltd of 40 Bayview Crescent, Cromarty, Ross-shire, IV11 8YW registered in Scotland No: SC204733.
      2. Contract means, in order of precedence, these Terms and Conditions, the Terms of Payment and Conditions of Sale, the Service Contract and any online Order Form.
      3. Customer means the person so named on the Order Form, and anyone reasonably appearing to Calico UK to be acting with that person’s authority or permission.
      4. Minimum Period means the minimum period specified in the Service Contract.
      5. Operational Service Date means the date when the Service is first made available to the Customer.
      6. Dial-In User means anyone accessing the Internet by means of the Service provided to the Customer.
2. Duration
   1. This Contract begins on the date that the online Order Form is completed and submitted by the Customer to Calico UK, or on the date that the service is ordered if by other means. For transferred domains, the Contract begins on the date the transfer is completed. The Contract will continue until terminated in accordance with paragraph 14 of this Contract.
3. Provision of the Service
   1. Calico UK will provide the Customer with the Service on the terms of this Contract.
   2. It is technically impractical to guarantee a fault free Service and Calico UK does not undertake to do so. Calico UK will however repair any faults as soon as it reasonably can.
   3. Occasionally Calico UK may:
      1. for operational reasons, change the codes or the numbers allocated to the Customer or the technical specification of the Service, provided that any change to the technical specification does not materially affect the performance of the Service.
      2. suspend the Service for operational reasons such as repair, maintenance, or improvement of the Service, or because of an emergency, or
      3. give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of any internet service provided by Calico UK to the Customer or any other Customer.
   4. Before doing any of the above Calico UK will give the customer as much notice as possible and whenever practicable will agree with the Customer when the Service will be suspended. Calico UK will restore the Service as soon as it reasonably can after suspension.
   5. The Customer and/or the Dial-In User are responsible for providing suitable computer hardware, software and telecommunications equipment and services necessary to access and use the Service.
4. Security, Accounts and Passwords
   1. The Customer is responsible for all activity on the Service that occurs under the Customer’s User-ID and Password.
   2. The Customer is responsible for the security and proper use of all User-IDs and Passwords used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people.
   3. The Customer must immediately notify Calico UK if there is any reason to believe that a Calico UK Allocated User-ID and Password, or either of them, has or is likely to become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way, or any other breaches of security.
   4. The Customer must immediately inform Calico UK of any changes to the information the Customer supplied when ordering the Service.
   5. It will be the Customer's responsibility to keep their websites, including all third party software added to their website, secure. This includes (but is not limited to) software installed by Calico on behalf of the Customer. Third party software includes (but is not limited to) WordPress, WordPress plugins and themes, Joomla, Javascript code, etc. In the event that any third party software is not kept secure and up to date, Calico will attempt to inform the Customer of the need to update. In the event that a Customer does not update third party software following this reminder, Calico reserves the right to perform the update on behalf of the Customer and levy an administration charge.
   6. In the event that one of your accounts is compromised and is used to:
      1. Send out spam, phishing or other malicious mail; or
      2. Show spamming, phishing or other malicious web pages; or
      3. Revealing personal or secure information to unauthorised 3rd parties; then it is the Customer's responsibility to:
      4. Check all of their devices they use for any security breaches;
      5. Fix any breaches found; and
      6. Comply with GDPR or other national security laws including informing the relevant security regulators where necessary.
5. Use of the Service
   1. The User agrees to abide by all applicable local, state, national and international laws and regulations in the User’s use of the service, and agrees not to interfere with the use and enjoyment of the Service by other users.
   2. The service must not be used:
      1. to send, receive, upload, download, store, use or re-use any information or material which is offensive, abusive, indecent, defamatory, unlawful, harassing, libelous, invasive of another’s privacy, threatening, harmful, vulgar, tortuous, obscene or menacing, or otherwise objectionable, or in breach of confidence, copyright, privacy or any other rights; or
      2. to send or provide unsolicited advertising or promotional material, or knowingly to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party; or
      3. for illegal purposes, hacking or cracking information or links.
      4. for the transmission of “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of email.
   3. If the Customer or anyone else, with or without the Customers knowledge or approval, uses:
      1. the Service in contravention of paragraph 5.2; or
      2. the server capacity or the Software made available to it in any way which, in the opinion of Calico UK, is, or is likely to be, detrimental to the provision of the Service to the Customer or any other customer and fails to take corrective action within a reasonable period of receiving notice from Calico UK, Calico UK may treat the contravention as a breach of this Contract.
6. EMail
   1. The Company considers email transmitted via the Service to be the private correspondence between the sender and recipient. The Company will not monitor, edit or disclose the contents of a User's private communications, except that the User agrees that the Company may do so if necessary:
      1. as required by law;
      2. to comply with legal process;
      3. to enforce the Contract;
      4. to respond to claims that such contents violate the rights of third-parties;
      5. to protect the rights or property of the Company or others.
   2. The User understands and agrees that technical processing of email communications is and may be required:
      1. to send and receive messages;
      2. to conform to the technical requirements of connecting networks;
      3. to conform to the limitations of the Service; or
      4. to conform to other, similar technical requirements.
   3. It is technically impractical to offer a virus-free and/or spam-free Service and Calico UK does not undertake to do so. However, in order to protect its customers from email-borne viruses, trojans, junk mail, spam, chain letters, unsolicted mail, and other unwanted mail Calico UK reserves the right to, without notification or warning, :
      1. operate anti-virus and/or anti-spam filtering on its email services;
      2. provide some anti-virus and/or anti-spam filtering free of charge, and provide other filtering as a chargeable service, charged at £36 (excluding VAT) per annum per domain;
      3. block communication from servers or senders thought to be sources of unwanted email;
      4. delete or withhold any email thought to fall into the above categories;
      5. remove any attachments from emails thought to fall into the above categories;
      6. vary the algorithms and settings on the anti-virus and/or anti-spam filtering;
   4. Calico UK reserves the right to email its customers to inform them about:
      1. changes to the services it provides;
      2. additional services being provided;
      3. changes to the terms and conditions;
7. Registration of Data
   1. In consideration of use of the Service, the User agrees:
      1. to provide true, accurate, current and complete information about the User as prompted by any Registration Form; and
      2. that, by configuring a computer to access the dial-up internet service, they confirm they are over 18 years of age.
      3. that by ordering the Service you are deemed to have given your consent for the transfer to third parties of personal information necessary for setting up the Service. For example, if you buy a domain name through Calico UK it is necessary for us to inform the domain name registry authorities of your name and contact details. This information can appear on the "WHOIS" server and will be available on the Internet. If you do not wish your details to be made public, please contact us.
   2. If any information provided by the User is untrue, inaccurate, not current or incomplete, the Company has the right to terminate the User's account and refuse any and all current or future use of the Service. In addition, any chosen Username that is misleading, threatening, vulgar, obscene, or otherwise objectionable, or that conflicts with the Company interests or implies association with the Company may be terminated at the sole discretion of the Company. The Company retains ownership of all Usernames and reserves the right to reclaim any name at any time.
8. Indemnity
   1. The Customer must indemnify Calico UK and group companies, subsidiaries, affiliates, officers and employees against any claims or legal proceedings which are brought or threatened against Calico UK by a third party because:
      1. the Service is used in contravention of the provisions of paragraph 5; or
      2. the Service is faulty or cannot be used by that third party.
   2. The Customer is responsible for the acts and omissions of all Dial-In Users in connection with the Service and is liable for any failure by any Dial-In User to perform or observe the application terms and conditions of this Contract, including any instructions issued under paragraph 3.5.
9. Internet
   1. The Internet is separate from the Service and use of the Internet is solely at the Customers (or Dial-In Users) risk and subject to all applicable laws. Calico UK has no responsibility for any information, software, services or other materials obtained using the Internet.
10. Charges, Deposits and Payments
    1. Charges will begin as stated in the Service Contract.
    2. All charges are in Pounds Sterling.
    3. In order to streamline our accounting procedures and provide exceptionally cost effective service Calico UK would prefer to receive payments using the following Credit / Debit cards: Mastercard, VISA, JCB Switch and Delta. However, invoices can be arranged upon request, for UK companies only.
11. Disclaimer
    1. Although Calico UK averages a 99.99% uptime for all its services Calico UK will not be held responsible for any damages you or your business may suffer due to service outages.
    2. Calico UK makes no warranties of any kind, expressed or implied for the web and mail services we provide.
    3. Calico UK disclaims any warranty or merchantability or fitness for a particular purpose and reserves the right to revise its policies or modify the service at any time.
12. Limitation of Liability
    1. Calico UK is not liable to the Customer or Customer’s user, for direct or indirect loss of profits, business or anticipated savings, nor for any indirect or consequential loss or damage or for any loss or destruction of data.
13. Matters Beyond the Reasonable Control of Either Party
    1. If either party is unable to perform any obligation under this Contract because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of either party), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of suppliers to either party, that party will have no liability to the other for that failure to perform.
    2. If any of the events detailed in paragraph 13.1 continue for more than 28 days, either party may serve notice on the other terminating this Contract.
14. Termination of This Contract
    1. Either party may terminate this Contract in writing on 28 days notice to the other.
    2. If the Customer terminates this Contract during the Minimum Period as specified in the Service Contract (other than because Calico UK has increased the charges or has materially changed the Conditions of this Contract to the Customers detriment) the Customer must pay Calico UK the charges due, if any, for the remaining part of the Minimum Period.
15. Breaches of This Contract
    1. Either party may terminate this Contract or the provision of Service (in whole or in part) under it without notice if the other:
       1. commits a material breach of this Contract, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so; or
       2. commits a material breach of this Contract that cannot be remedied; or
       3. is repeatedly in breach of this Contract.
    2. If this Contract is Terminated by Calico UK because of an event specified in paragraph 15.1, the Customer must pay Calico UK the charges due, if any, for the remaining part of the Minimum Period.
    3. If this Contract is Terminated by the Customer because of an event specified in paragraph 15.1, Calico UK will refund all full unused months payments that have been made in advance by the Customer.
16. Changes to This Contract
    1. Calico UK can change the Conditions of this Contract (including the charges) at any time. Calico UK will give the Customer 28 days notice of the changes. Prepaid charges are guaranteed for the period of the prepayment.
17. Assignment
    1. Neither party may assign or transfer any of their rights or obligations under this Contract, without written consent of the other, except that Calico UK may assign its rights or obligations (or both) to a Calico UK Group Company without consent.
18. Entire Agreement
    1. This Contract contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

Terms of Payment and Conditions of Sale 

1. The Parties
   1. The ‘Seller’ is any member of the Calico Group of companies, ie Calico 2004 Limited, or Calico Internet Limited.
   2. The ‘Buyer’ is any person, firm, company or partnership buying goods or services from the Seller.
2. The Contract
   1. The Seller shall sell and the buyer shall buy goods and/or services upon and subject to the express terms set out in these conditions.
3. Prevailing Conditions
   1. A contract to sell goods or services may be made in either written, printed or electronic medium.
   2. A contract shall be effected when the Seller provides the goods or services to the Buyer in accordance with the Buyer’s instructions. The Seller’s terms and conditions of contract shall apply under all circumstances and shall be superior to any terms or conditions in the Buyer’s purchase order which would otherwise qualify or negate any of these terms and conditions.
   3. No alteration or addition to these Conditions shall be incorporated into this Contract unless expressly accepted in writing by an authorised representative of the Seller.
   4. All quotations and tenders are subject to withdrawal at any time prior to the Seller’s acceptance of the Buyer’s order.
   5. The Seller shall not be bound by any clerical or arithmetical error in any quotation, price list, invoice, statement or any other documentation whatsoever.
4. Intellectual Property Rights
   1. Where any part of the contract involves product development or commissioning or the performance of professional or design or other services involving the creation of any intellectual property right, the ownership of any invention, patent, copyright, database right and any other intellectual property right arising out of such work will reside with the Seller unless there is specific prior agreement to the contrary.
   2. No part of any written or electronically produced material created by the Seller may be reproduced, transmitted or stored in a retrieval system, in any form or by any means, without permission in writing from the Seller.
5. Delivery
   1. The time of delivery shall not be of the essence of the contract unless previously stipulated by the Buyer and agreed by the Seller and failure by the Seller to make delivery on any particular date shall not entitle the Buyer to terminate this agreement or to claim for any expenses, loss of profits or any other consequential loss whatever.
   2. Goods supplied by the Seller shall be deemed to be of merchantable quality unless a claim to the contrary shall be made by the Buyer in writing within three days of the supply of the goods or services. No claim by the Buyer in respect of either goods or services shall be grounds for the Buyer withholding payment of any sum due to the Seller under any other contract or give any right to set off against any other payments due from the Buyer to the Seller.
   3. Services supplied by the Seller shall be supplied with all reasonable care and skill.
   4. No claim by the Buyer in respect of either goods or services shall be grounds for the Buyer withholding payment of any sum due to the Seller under any other contract or give any right to set off against any other payments due from the Buyer to the Seller.
6. Price
   1. All goods and services are sold at the price ruling at the time of supply.
   2. The Buyer shall, in addition to the total price, be liable to pay any Value Added Tax which may be payable and imposed upon the goods or services.
7. Payment
   1. Time of payment shall be of the essence in the contract.
   2. In the absence of any express agreement to the contrary, all invoices issued by the Seller are due for payment by the last working day of the month following the month of the issue of the invoice.
   3. If the Buyer fails to make payment on the due date for the goods or services delivered under any contract between the Seller and the Buyer the Seller reserves the right to charge interest on the outstanding sum at the rate of 3 per cent per annum over the Royal Bank of Scotland base rate calculated on a daily basis from the due date until payment.
   4. The Seller shall have the right to cancel any outstanding orders in the event that the Buyer’s account is more than 21 days in arrears.
8. Customer Help Desk
   1. Calico UK provides telephone support for its services to its customers on (44)1381-600580. Calls are charged at national rates. The service is available between 09:00 and 17:30 UK time, Monday to Friday. Support requests can be left on an answering service outside these hours.
   2. Alternatively, Calico UK customers can receive email support for Calico UK services by sending an email to support@cali.co.uk.
9. Complaints
   1. Complaints about any of the services provided by Calico UK should be emailed to support@cali.co.uk.  You should expect to receive a response within 3 working days.
   2. If you are unsatisfied with the result of a complaint and wish to escalate it by putting your complaint in writing to Calico UK, 40 Bayview Crescent, Cromarty, Ross-Shire, IV11 8YW, UK.
10. Notices
    1. Notices from the Buyer to the Seller must be served in writing to the register office of the latter at 40 Bayview Crescent, Cromarty, IV11 8YW.
11. Jurisdiction
    1. This contract shall be construed according to and governed by the Laws of Scotland and any dispute shall be referred to the courts of Scotland.

Data Processor Addendum

This Data Processing Agreement ("Agreement") is intended to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the UK General Data Protection Regulation  (UK GDPR) and Data Protection Act 2018 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, in the absence of a data processor agreement being produced from a Data Controller and forms part of the Contract for Services ("Principal Agreement") between Calico UK and it’s Clients and Customers.

WHEREAS

(A) The Client acts as a Data Controller.  

(B) The Client wishes to subcontract certain Services, which imply the processing of personal data, to us, the Data Processor.

(C) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;

1.1.2 "Customer Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of the Client pursuant to or in connection with the Principal Agreement; 

1.1.3 "Contracted Processor" means a The Processor;

1.1.4 "Data Protection Laws" means General Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 "EEA" means the European Economic Area;

1.1.6 "UK Data Protection Laws" means the UK General Data Protection Regulation, the Data Protection Act 2018

1.1.7 "UK GDPR" means UK General Data Protection Regulation;

1.1.8 "Data Transfer" means:

1.1.8.1 a transfer of Client Personal Data from the Client to the Processor or

1.1.8.2 an onward transfer of Client Personal Data from the Processor to an agreed Subcontracted Processor

in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9 "Services" means the schedule of services as detailed in Appendix 1

1.1.10 "Sub processor" means any person appointed by or on behalf of The Processor to process Personal Data on behalf of the Client in connection with the Agreement.

1.2 The terms, "Commission", "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the UK GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Client Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Client’s Customer  Personal Data; and

2.1.2 not Process Client’s Customer Personal Data other than on the relevant Client’s documented instructions. 

2.2 The Client instructs Processor to process Client’s Customer Personal Data.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, associate, agent or contractor of The Processor who may have access to the Client’s Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client’s Customer Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Client’s Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Sub-processing

5.1 Processor shall not appoint (or disclose any Client Personal Data to) any new Sub-processor unless required or authorized by the Client.

5.2 Processor uses certain associates deemed as sub processors in relation to the delivering the agreed services. 

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client obligations, as reasonably understood by Client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 The Processor Ltd shall:

6.2.1 promptly notify Client if it receives a request from a Data Subject under any Data Protection Law in respect of Client’s Customer Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Client or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Client of that legal requirement before the Processor responds to the request.

7. Personal Data Breach

7.1 The Processor shall notify Client without undue delay upon Processor becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 The Processor shall co-operate with the Client and take reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

The Processor shall provide reasonable assistance to the Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client’s Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Client Personal Data

9.1 Subject to this section 9 The Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Client’s Customer Personal Data (the "Cessation Date"), handover access to all data and then delete and procure the deletion of all copies of those Client’s Customer Personal Data.

9.2 The Processor shall provide written certification to Client that it has fully complied with this section 9 within 10 business days of the Cessation Date.

10. Audit rights

10.1 Subject to this section 10, The Processor shall make available to the Client on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Client or an auditor mandated by the Client in relation to the Processing of the Client Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Client only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

11.1 The Processor may transfer or authorize the transfer of Data to countries outside the UK and / or the European Economic Area (EEA) with the prior written consent of the Client. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

12. General Terms

12.1  Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a)  disclosure is required by law; (b)  the relevant information is already in the public domain.

12.2  Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

13.     Governing Law and Jurisdiction

13.1  This Agreement is governed by the laws of Scotland

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of  Scotland subject to possible appeal to The court of Session.

Appendix 1.

Instructions for Processing of Company Personal Data

In respect of content that contains Personal Data from a Company customer and potential customers or any other individual in connection with the business activities of and services provided by the Processor on behalf of the Company: