Touco for Startups Terms & Conditions
These Terms will apply to any contract between us for the supply of products and services for the Touco for Startups program. Please read these Terms and Conditions carefully before purchasing any products or services from us. These Terms and Conditions and all communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
These Terms and Conditions are effective from June 1, 2019 but are subject to modification at our sole discretion in accordance with Section 12.
1.1 In these Terms and Conditions:
a) Business Day means a day other than a Saturday, Sunday or public holiday;
b) Charges means our charges for providing our products and services, including the Touco for Startups program packages;
c) Component means each individual component of the Touco for Startups program packages as further described in Section 4;
d) Go Live Email means an email that we issue to you to confirm publication of your Website;
e) Contract means the contract between you and us for the supply of our products and services, including these Terms and Conditions and the Touco for Startups program packages;
f) Eligibility Criteria means the criteria set out in Section 3, as may be amended by us from time to time, that you must meet and continue to meet in order to be eligible to purchase our products and services;
g) Initial Term has the meaning set out in Section 5.4;
h) Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered which subsist or will subsist now or in the future in any part of the world and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
i) Program Acceptance Date has the meaning set out in Clause 5.3;
j) Website means the website that we will build and publish for you in accordance with these Terms and Conditions;
k) Website Content means any content, including any text, images, logos, videos or sound files that you provide to us for inclusion in the Website in accordance with these Terms and Conditions; and
l) Touco for Startups program packages means our website packages as further described in Section 4.
2. Information About Us and Contact Details
2.1 toucodirect.com operates in the United States as Touco Direct, LLC, a Georgia Limited Liability Company, and can be reached by mail at 740 Hemphill Rd, Stockbridge, GA 30281. You may contact us by our customer service team by email at firstname.lastname@example.org. If you wish to give us formal notice of any matter in accordance with these Terms and Conditions, please see Section 13.
2.2 In respect of Contracts entered into before August 1, 2019, Touco Direct, LLC, a Mississippi Limited Liability Company agrees that it shall assume all rights, responsibilities and obligations of Touco Direct, LLC, a Georgia Limited Liability company, granted Touco Direct, LLC is the company listed on said agreement.
3. Eligibility Criteria
3.1 In order to enter into a Contract with us, you must be a business customer and not a consumer.
3.2 By entering into a Contract, you hereby represent to us that:
a) you are purchasing our products and services solely for use in connection with your trade, business, craft or profession and not for your personal, non-commercial or consumer use;
b) you have authority to bind any business on behalf of whom you use our site to purchase products and services;
c) you are a Limited Liability Company, S Corporation, or C Corporation in the United States;
d) you are not a not for profit organization;
e) you fully intend to progress your startup into a profitable business venture; and
f) you complete an application, questionnaire, and phone interview to be accepted into the Touco for Startups program.
4. The Program Packages and their Components
4.1 Our Touco for Startups program packages offered at a 50% discount from regular pricing and are made up of the following Components:
a) a registered domain name: As part of our service, we purchase, manage, renew and host domains on our third-party servers on your behalf until the termination or expiry of our Contract with you.
We will be the registered legal owner of the domain name. You may, at any time, request to transfer the domain name to an alternative hosting solution at no additional cost from us, providing that you have no outstanding debts to us. We are not responsible for any third party charges incurred by transferring a domain name to an alternative hosting solution.
If you wish to change your domain name, we will need to register a new domain name at a current cost of $10 per domain name registered for one year from the date of registration.
If you do not renew your Contract with us in accordance with these Terms following the expiry of the Initial Term, we will not pay any renewal fees in respect of that domain name and will allow the domain name to expire. We cannot guarantee the continued availability of a particular domain name if registration lapses.
b) up to five separate professional email forwarders: All packages include up to five separate, individual email forwarders. Email forwarders are created, managed and renewed by us. Email forwarding services on your domain name are available only during the term of your Contract with us. We are not responsible for the content and material sent or received in your email account(s). It is your responsibility to manage your own emails and your own email disclaimer(s).
c) full hosting and maintenance services: We will host your Website on third-party servers. You acknowledge that hosting systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside the control of us or our third party hosting service providers.
In the event of any faults or issues that affect our ability to provide any part of the program packages, we will, as soon as reasonably practicable: (i) notify you of the problem by email; and (ii) arrange for the rectification of such faults or issues and the restoration of our services to full operational capacity.
Notwithstanding any language elsewhere in these Terms and Conditions, we and our subsidiary and holding companies, affiliates will not be liable for any delay or failure to perform any obligations where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
d) website creation and publication: Subject to receipt of the Website Content in accordance with these Terms and Conditions, we will build and publish your Website. The complexity of site requirements will determine the program package and will be discussed during the application process. We may send you a Go Live email to notify you of your Website’s publication.
e) listing of your Website: Your Website will be listed on the world’s top search engines including Google. Once your Website is listed we are not responsible for its ongoing promotion. If you supply us with a list of keyword terms, we will provide you with a Search Engine Optimization Ranking Report monthly.
You acknowledge that the order in which websites are ranked in the natural search results is controlled by the search engines. While we can optimize your site for this, we are unable to make any guarantees about the success of any search engine promotion activity.
f) Website Content changes: Once published, your Website will be treated by us as a fully functioning, completed work. However, you may request one change to the Website Content per month, subject to any amendment to our Website Content or fair use policy as provided or made available to you from time to time. Otherwise, you are responsible for your own content changes.
4.2 We may offer you certain add-on products in addition to the program packages. We shall notify you of the specific terms relating to such add-on products at the time at which they are offered, including price, payment, delivery and cancellation, which shall apply to the provision of add-on products in addition to these Terms and Conditions.
4.3 Certain add-on products may not be available to all customers and, where we act as an intermediary in respect of third party add-on products, we shall not be liable for any damages, losses or expenses of any kind due to the use of such third-party add-on products.
5. Formation of the Contract and Duration
5.1 If you make your order online after acceptance to the Program, our website will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order on each page of the order process.
5.2 Please note that while we may acknowledge that you have placed an order by sending an email, this email does not mean that your order has been accepted. Acceptance of your order will take place as described below.
5.3 We will confirm our acceptance to you by e-mail. The Contract between us will only be formed when we send you our acceptance e-mail. The date on which our acceptance e-mail is sent will be the Program Acceptance Date.
5.4 The Contract will remain in force for twelve (12) months from the Program Acceptance Date (“Initial Term”), subject to its renewal in accordance with Section 5.5 or its earlier termination in accordance with these Terms and Conditions.
5.5 Subject to its earlier termination in accordance with these Terms and Conditions, the Contract will automatically renew at the end of the Initial Term for a further period of twelve (12) months and shall continue to renew automatically thereafter for additional periods of twelve (12) months, each such additional period commencing on the anniversary of the Program Acceptance Date.
5.6 We will notify you by email fourteen (14) days in advance of such automatic renewal. If you do not wish to renew the Contract, you must tell us in writing that you wish to cancel prior to the renewal date, otherwise you will not be eligible to receive a refund.
6. Termination and Withdrawal
6.1. We shall have the right to terminate all or part of the Contract with immediate effect by giving written notice to you if:
a) you commit a material breach of any of these Terms and Conditions which breach is irremediable or, if such breach is remediable, fail to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
b) you repeatedly breach any of these Terms and Conditions in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to these Terms and Conditions;
c) you cease or threaten to cease to carry on the whole or any part of your business or you are unable to pay your debts as they fall due;
d) the entity or business organization you are promoting via our services resolves to or is dissolved, enters bankruptcy proceedings, or terminates operations;
e) an administrator, receiver, manager or trustee is appointed or applied for by you;
f) you undergo a change in control;
g) you are the subject of an involuntary bankruptcy or a substantial portion of your business becomes subject to any lien; or
h) we suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the Program Acceptance Date and which results in or causes our failure to perform any or all of our obligations under the Contract.
6.2 We may terminate our Contract with you with immediate effect upon written notice to you if we have upgraded, amended or disposed of the products and services to be provided to you thereunder such that we are unable to perform our obligations under the Contract. Upon such termination by us pursuant to this Clause 6.2, we shall seek to enter into a new Contract with you in respect of our upgraded, amended or new products and services. In the event we terminate the Contract pursuant to this Clause 6.2, you shall be entitled to a refund of an amount equal to the proportion of the fees you have paid which would have been payable by you but for our termination of the Contract.
6.3 You are entitled to terminate the Contract by contacting our customer service team during the period of thirty (30) days after the Program Acceptance Date. We will provide you with confirmation of your cancellation request.
6.4 We may withdraw any package product, or any promotional offer related to a package product, at any time without notice. Where we do so, we will honor any Contract for that package which has been formed prior to the date of the withdrawal.
6.5 Early termination of the agreement more than thirty (30) days after the Program Acceptance Date but before completion of the Initial Term will result in the forfeiture of the 50% discount for services and an invoice will be generated for the remainder of the term, minus any fees paid. You will have 30 days to pay the invoice in full to prevent further collection action.
7. Website Content and Intellectual Property Rights
7.1 You must provide us with all Website Content by the agreed deadline through the toucodirect.com online portal. We do not accept Website Content sent to us via email, post or facsimile.
7.2 You will retain all Intellectual Property Rights owned or licensed by you which are provided to us as part of the Website Content. We will retain all Intellectual Property Rights owned or licensed by us which are made available to you or used or developed by us in the course of the provision by us of our products and services.
7.3 You must obtain permission to use any third party Intellectual Property Rights that you provide to us as part of the Website Content. By entering into the Contract, you warrant that you have the legal right to provide such Intellectual Property Rights to us for the purposes of the Contract. We reserve the right to request evidence that such permissions have been obtained.
7.4 You shall indemnify us from and against all liabilities, costs, expenses, damages and losses (including without limitation any direct, indirect or consequential losses, loss of profit, loss of business or sales, loss of or damage to goodwill or our reputation and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with any actual or alleged infringement of any third party Intellectual Property Right relating to the performance of our obligations under the Contract, except where such infringement arises from information or other materials or services provided by us.
7.5 Your Website Content, including any advertising of products or services related thereto, must comply with, and you undertake to provide that it will comply with any description and warranties made, all applicable law (including but not limited to relevant advertising and broadcasting regulations, and the Federal Trade Commission Act), the Contract including these Terms and Conditions, and any toucodirect.com standards for acceptable content provided or made available to you from time to time. toucodirect.com reserves the right (but undertakes no duty) to make a determination as to whether your Website Content is in compliance with the above and toucodirect.com may immediately suspend or terminate services if we determine that such Website Content does not comply. If you are advertising goods in the course of your trade or business this must clearly be stated during the order process.
7.6 We may monitor your use of our products and services.
7.7 You shall indemnify us from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with any breach by you of Clause 7.5 or otherwise in connection with the Website Content, except where such breach arises from information or other materials provided by us.
7.8 Attempts to download the site for use on another service while maintaining an open balance with us or without completing the 12-month agreement will result in an immediate termination of services as well as a Digital Millennium Copyright Act complaint against you for unauthorized use of our intellectual property. To avoid issues, complete the 12-month agreement or pay the account in full to receive full access to the design create for your business.
8. Charges and Payment
8.1. This is a 12-month agreement.
a) For annual Website Package customers, we will ask you to pay the total Charges for the Website Package on an annual basis, in advance. Failure to pay the Charges will result in the website and all services being suspended.
b) For monthly Website Package customers, we will ask you to pay the total Charges for the Website Package in 12 equal monthly installments. The first installment shall be made on the original date of sale and each subsequent monthly installment shall be paid on the corresponding day thereof which may not be amended. Failure to pay a monthly Charge will result in the website and all services being suspended and the full outstanding balance of the remaining months will become due and payable immediately. Outstanding Charges will be passed to our collection agency.
c) Interest may (at our sole discretion) be charged on any outstanding amounts owed to us at a rate of 4% per annum above Navy Federal Credit Union’s base rate monthly. Such interest shall accrue on a monthly basis from the due date until actual payment in full of the outstanding amounts, whether before or after judgment.
8.2 We reserve the right to adjust the Charges at any time if the cost to us in providing products or services to you increases.
8.3 Charges shall be in U.S. Dollars.
8.4 You can pay for our products and services using a credit or debit card only.
8.5 If you cancel your Contract with us within the time limits specified in Clause 6.3 above, you will receive a full refund less any charges we have incurred in relation to the preparation for and publication of (if applicable) your Website. After this initial period, refunds will not be provided.
9. Disclaimers and Limitations of Liability
9.1 We only supply our products and services for internal use by your business, and you agree not to use our products and services for any resale purposes.
9.2 Our offerings are provided “as is.” Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, we and our affiliates (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the service offerings or the third-party content, and (b) disclaim all warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, (iii) that the service offerings or any third-party content will be uninterrupted, error-free or free of harmful components, and (iv) that any content will be secure or not otherwise lost or altered.
9.3 We and our affiliates will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, revenues, customers, opportunities, goodwill, use, or data), even if a party has been advised of the possibility of such damages. Further, neither we nor any of our affiliates will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the services, including as a result of any (i) termination or suspension of this agreement or your use of or access to the service offerings, (ii) our discontinuation of any or all of the service offerings, or, (iii) without limiting any obligations under the service level agreements, any unanticipated or unscheduled downtime of all or a portion of the services for any reason; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the service offerings; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data.
9.4 Furthermore, we and our affiliates will not be liable for any damages, including but not limited to loss of profit, revenues, customers, goodwill, use, data, or other harm suffered by you: (i) as a result of the expiration of the domain name where the Contract expires or is terminated in accordance with these Terms; (ii) as a result of the expiration of the domain name resulting from a technical fault or any other fault caused by any third party; (iii) as a result of our services not being fully operational; (iv) as a result of Google Local accounts not being verified by you; or (v) the removal of the Website where the Contract expires or is terminated in accordance with these Terms and Conditions;
9.5 We will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for any indirect or consequential loss, nor will be liable to you for special or punitive damages in any suit.
9.6 We will under no circumstances whatsoever be liable to you or to any third parties, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract in respect of the Website Content.
9.7 Our and our affiliates’ aggregate liability under this agreement will not exceed the amount you actually pay us under this agreement for the Touco for Startups program packages that gave rise to the claim during the 12 months before the liability arose.
10. Customer Service
10.1 We may reply to a customer service request by email from the address email@example.com.
10.2 We endeavor to respond to all customer service requests within 24 hours. Where this is not possible, we will endeavor to respond within a maximum of 5 days.
10.3 We will use reasonable efforts to finally resolve any customer service requests within 48 hours of sending our first response in accordance with this Section.
11.1 A complaint is any expression of dissatisfaction, whether justified or not, about any aspect of our products or services. We view complaints as an opportunity to learn and improve for the future, as well as a chance to put things right for you. We therefore:
a) provide a fair complaints procedure which is clear and easy to use for anyone wishing to make a complaint;
b) publicize the existence of our complaints procedure so that people know how to make a complaint;
c) ensure that our staff know what to do if a complaint is received;
d) ensure that all complaints are investigated fairly and in a timely way; and
e) gather information which helps us to improve the way we carry out our business.
11.2 Please direct all complaints to firstname.lastname@example.org. We endeavor to respond to complaints within 24 hours of receipt by us. Where this is not possible, we will make efforts to respond within a maximum of 5 days.
11.3 For any abuse complaints (phishing scams, spam emails etc.) please send complaints to email@example.com. We endeavor to respond to complaints within 24 hours. Where this is not possible, we will make efforts to respond within a maximum of 5 days.
12. Changes to these Terms and Conditions
12.1 We may change these Terms and Conditions and will notify you of such changes via our website toucodirect.com (or via any other methods we may, in our discretion, choose to use). Your continued use of the products and services under a Contract shall be deemed acceptance of the amended Terms and Conditions.
12.2 Every time you order products or services from us or renew your agreement, the Terms and Conditions in force at the time of your order or renewal, as applicable, will apply to the Contract between you and us.
13.1 Any reference in these Terms and Conditions, to “in writing” shall include email.
13.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or email.
13.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second Business Day after posting or if sent by email, one Business Day after transmission.
13.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
13.5 The provisions of this Section shall not apply to the service of any proceedings or other documents in any legal action.
14. Entire Agreement
14.3 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
15. Third Party Rights
Your Contract with Touco Direct does not create any third-party beneficiary rights in any individual or entity that is not a party to that Contract.
You will not assign or otherwise transfer the Contract or any of your rights and obligations under the Contract, without our prior written consent. Any assignment or transfer in violation of this Section 16 will be void. Subject to the foregoing, the Contract will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
If any portion of the Contract is held to be invalid or unenforceable, the remaining portions of the Contract will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Contract but the rest of the Contract will remain in full force and effect.
18. No Waiver
The failure by us to enforce any provision of the Contract will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
19. Governing Law and Jurisdiction
These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed in all respects by the laws of the State of Georgia, Henry County, without giving effect to any principles of conflicts of laws.