Terms of Service

1. Purpose and acceptance

These Terms of Service and Sale, the “Terms”, govern access to the upkyo.com website, the client area and the Upkyo mobile app, as well as the ordering and use of all services provided by Upkyo.

By creating an account, placing an order, checking the acceptance box or using any service, you agree to these Terms in full. If you act on behalf of a company or another person, you represent that you have authority to bind them, and these Terms apply to them as well as to you. If you do not agree to these Terms, do not use the services.

These Terms form a single agreement with the documents they refer to, including the Acceptable Use Policy, the Fair Use Policy, the Privacy Policy, the Service Level Agreement, the Domain Registration Agreement, the Refund Policy, the Backup and Retention Policy, the Copyright Policy and, where applicable, the Data Processing Agreement. In case of conflict, an accepted quote and any specific terms of an offer prevail for the service concerned, the Domain Registration Agreement prevails for domain names, and these Terms prevail over all other documents.

2. Definitions

“Upkyo”, “we”, “us” and “our” mean the operator identified in Section 3. “Customer”, “you” and “your” mean any individual or legal entity that creates an account or orders a service.

“Consumer” means a customer who is an individual acting for purposes outside their trade, business, craft or profession. “Business customer” means any customer who is not a consumer.

“Services” means all offerings provided by Upkyo, including web and WordPress hosting, WordPress maintenance, cloud, VPS and dedicated servers, domain names and transfers, SSL certificates, professional email with webmail, cloud backup, website and online store creation, SEO, automations, migration and the resale of third-party services.

“Client area” means the online interface at upkyo.com used to manage your account, services, invoices and support tickets. “Customer Content” means all data, files, text, images, software, databases, emails and other material that you or your end users store, transmit or publish through the services. “End user” means anyone who accesses the services or Customer Content through you. “Service term” means the period for which a service is ordered and paid.

3. Who we are

The services are provided by Upkyo, the trade name of a Limited Liability Company organized under the laws of the State of New Mexico, USA, company number 6867626. Head office and mailing address: 1178 Broadway, 3rd Floor #1249, New York, NY 10001, USA. Contact: support@upkyo.com or a ticket from the client area.

Hosting servers are located in data centers in the European Union operated by our infrastructure partners. Upkyo remains your sole contracting party for all services.

4. Eligibility and accounts

To place an order, you must have reached the age of majority in your country of residence and have full legal capacity to enter into contracts. The services are not intended for minors.

Each account is personal. You may not assign, lend or resell access to your account without our written consent, unless your plan expressly allows it. You may give additional users access to your account; you remain responsible for their actions as if they were your own.

Upkyo may refuse to open an account or accept an order for any legitimate reason, including a risk of fraud, a prior breach of these Terms, technical impossibility or a legal prohibition.

5. Accurate information and identity verification

You agree to provide accurate, complete and current information when you sign up and with every order, including your name, mailing address, email address and, where applicable, your company name and VAT number, and to keep it up to date in the client area. For domain names, contact data is also subject to the accuracy requirements of registries and ICANN described in the Domain Registration Agreement.

To prevent fraud, abuse and sanctions evasion, Upkyo may at any time ask you to verify your identity, address, status or ownership of your payment method by providing any reasonably required document. Until verification is satisfactory, Upkyo may delay or refuse activation of a service, or suspend an active one.

False, incomplete or outdated information is a material breach and may lead to suspension or termination of the account under Sections 20 and 21.

6. Orders and contract formation

Services are ordered online at upkyo.com or from the client area, or by accepting a quote. Before you confirm, you can review your order details and total price and correct any input errors. The contract is formed when payment is received or, for quoted work, when you accept the quote. Upkyo confirms each order by email and makes the corresponding invoice available in the client area.

Activation may depend on verification of the order and payment and, for some services, on third parties such as a domain registry or a certificate authority. Upkyo may cancel an order and refund it in full in the event of an obvious pricing or description error, if the service is unavailable or if the order presents a risk of fraud.

Website, online store, SEO, automation and migration work is performed within the scope described in the quote or on the offer page. Anything outside that scope may require an additional quote. You must provide the content, access and approvals needed in a timely manner, and any resulting delays are not attributable to Upkyo. Upkyo does not guarantee any search engine ranking, traffic level or business result.

7. Prices and taxes

Prices are stated in euros and shown excluding taxes. Applicable taxes, such as VAT or sales tax, are calculated at checkout based on your country and on whether you are a consumer or a business customer, and are shown on the invoice. You are responsible for the accuracy of the tax information you provide, including your VAT number.

The price that applies is the one displayed when you order. Unless stated otherwise, a promotional price applies only to the first service term. Upkyo may change its prices: a new price applies from the next renewal and is communicated to you in advance by email or in the client area, so that you can cancel before the renewal date. Fees charged by your bank, currency conversion fees and payment method fees are your responsibility.

8. Payment

Payment is made by card through Stripe or by PayPal. Upkyo does not store your card numbers: they are processed directly by these payment providers. By saving a payment method, you authorize Upkyo to charge it for amounts due, including automatic renewals, and you represent that you are authorized to use it.

Invoices are payable by the due date shown in the client area. If payment is not received, Upkyo may, after an email reminder, suspend and then terminate the service concerned. Any amount owed by a business customer and unpaid when due may bear interest at the highest rate permitted by applicable law.

A payment dispute or chargeback filed without first contacting support may result in suspension of the services on the account until it is resolved. Amounts wrongly charged back and the related bank fees remain due.

9. Automatic renewal and cancellation by you

Each service is purchased for the service term chosen at checkout. At the end of each term, it renews automatically for a term of the same length at the then-current price, and your saved payment method is charged, until you cancel. Upkyo makes reasonable efforts to send you a reminder before renewal; not receiving a reminder does not release you from paying for a renewal you did not cancel.

You can turn off automatic renewal or cancel a service at any time from your client area before the renewal date. Cancellation takes effect at the end of the current service term, unless you request immediate cancellation. Subject to the right of withdrawal, the money-back guarantee and mandatory law, no refund is given for a term that has already started; details are set out in the Refund Policy.

A domain name that is not renewed in time is subject to the expiration and redemption rules of its registry, described in the Domain Registration Agreement.

10. Right of withdrawal for EU consumers

If you are a consumer residing in the European Union, you have 14 days from the conclusion of the contract to withdraw without giving any reason, under Directive 2011/83/EU on consumer rights. To exercise this right, send us a clear statement to support@upkyo.com or by ticket from the client area before the period expires. We will refund you no later than 14 days after receiving your decision, using the payment method you used for the order.

At checkout, you may expressly request that the service start immediately, during the withdrawal period. You then acknowledge that you lose your right of withdrawal once the service has been fully performed and that, if you withdraw earlier, you must pay an amount proportionate to the service already provided. A domain name registration, renewal or transfer is fully performed as soon as the registry processes it, and work made to your specifications is fully performed upon delivery.

The money-back guarantee in Section 11 is in addition to this right and does not reduce it.

11. 30-day money-back guarantee

Web hosting and WordPress hosting plans come with a 30-day money-back guarantee from their first order. If you cancel within that period, from the client area or by writing to support@upkyo.com, the price paid for that hosting plan is refunded.

The following are excluded: domain names; registration and transfer fees; third-party licenses and services; quoted work already performed; NordVPN. The guarantee does not apply to a service terminated for violation of these Terms or of the Acceptable Use Policy. Details are set out in the Refund Policy.

12. Our commitments

Upkyo provides the services with due care, in line with industry practice and the description of the plan ordered. Servers run in a redundant high-availability setup with a 99.99% uptime target, are protected by anti-DDoS and anti-malware systems, and hosting plans include automatic hourly backups. Human support is available 24/7 by ticket from the client area or at support@upkyo.com.

These commitments are best-efforts obligations. The uptime target is not a guarantee: the only availability commitments and any service credits are those in the Service Level Agreement, which are your sole and exclusive remedy for downtime. Upkyo may carry out maintenance, updates or emergency work that may temporarily interrupt a service; scheduled maintenance is announced in advance whenever possible.

Upkyo may change the technical specifications, software and infrastructure of the services, provided that it does not materially reduce the core features of a service during the current service term.

13. Your obligations and responsibilities

You use the services at your own risk and in compliance with applicable law, these Terms and Upkyo’s policies. In particular, you are responsible for: Customer Content and its lawfulness; the software, plugins, themes and scripts you install and keeping them up to date; the configuration of your services, DNS zones and mailboxes; respecting the rights of others and the rules that apply to your business, including data protection, e-commerce, consumer protection and tax rules; and the acts of your end users and anyone you give access to.

You will cooperate with Upkyo in good faith, respond within a reasonable time to any request related to security, abuse or a third-party complaint, and carry out the corrective measures requested. If you provide services to your own customers using Upkyo services, you must impose terms on them that are at least as protective as these Terms, and you remain solely responsible to them.

14. Security of your credentials

You are responsible for keeping confidential your login credentials for the client area, control panels, servers, databases and mailboxes. Use strong, unique passwords, enable two-factor authentication where available and limit access to what is strictly necessary.

Any action taken with your credentials is deemed to have been taken by you. If you suspect unauthorized access, change your passwords immediately and notify us at support@upkyo.com. If a compromise is suspected, Upkyo may reset credentials, block access or require additional verification.

15. Customer Content and hosting license

You retain all rights to Customer Content. You grant Upkyo, for the term of the contract and the retention period that follows, a non-exclusive, worldwide, royalty-free license to host, store, reproduce, back up, transmit, cache, display and technically process Customer Content, solely to the extent needed to provide and secure the services and to comply with our legal obligations. This license extends to our subprocessors within the same limits.

You represent and warrant that you hold all rights and permissions needed for Customer Content, and that neither the content nor its use infringes any third-party right or any law. Upkyo exercises no prior editorial control and has no general obligation to monitor content, but may review, block or remove content following a report, an order from an authority or a breach of these Terms. Copyright notices are handled under the Copyright Policy.

16. Acceptable use

Your use of the services must comply with the Acceptable Use Policy, which forms an integral part of these Terms. It prohibits, among other things, unlawful content, spam, phishing, malware, unauthorized attacks and scans, unauthorized cryptocurrency mining and any child sexual abuse material. A violation may lead to suspension or termination of the services, without notice where its seriousness warrants it.

17. Resources and fair use

Shared services run on resources shared by many customers. “Unlimited” and generous resource allowances on certain plans refer to the normal use of a website, as defined in the Fair Use Policy. If your usage threatens the stability, performance or security of the platform or of other customers, Upkyo may limit the resources concerned, offer you a more suitable plan or, if necessary, suspend the service, as set out in that policy.

18. Backups and responsibility for your data

Hosting plans include automatic hourly backups. These backups are a convenience intended to make restoration easier; they do not replace your own backup strategy. Unless a backup plan you have purchased provides otherwise, Upkyo does not guarantee the existence, integrity or retention period of any particular backup. Details are set out in the Backup and Retention Policy.

You remain solely responsible for your data and for regularly keeping complete, current copies outside Upkyo services, especially before any update, migration, major change or cancellation. To the fullest extent permitted by law, Upkyo is not liable for any loss, corruption or destruction of Customer Content, except in the case of its gross negligence or willful misconduct.

19. Third-party services and software

Some services rely on third parties or include third-party products, such as domain names registered through an ICANN-accredited partner registrar, SSL certificates issued by certificate authorities, third-party software and licenses such as WordPress and its plugins, NordVPN services resold by Upkyo, and the app stores that distribute the mobile app. Their use is also subject to the terms of those third parties, which you agree to follow.

Domain names are further governed by the Domain Registration Agreement, ICANN policies including the UDRP, and the rules of each registry. Upkyo is not responsible for the decisions of registries, the registrar, certificate authorities or software publishers, or for the availability, changes, price increases or discontinuation of their products. Third-party software is provided as is by its publishers, and open source software remains subject to its own license. Participation in the affiliate program is governed by the Affiliate Terms.

20. Suspension

Upkyo may suspend all or part of the services, without notice where the situation requires it, in particular in the event of: non-payment or a chargeback; a violation of these Terms, the Acceptable Use Policy or the Fair Use Policy; a risk to the security, integrity or performance of the platform, other customers or third parties, such as a compromised website or outgoing spam; unsatisfactory identity verification; a request from a competent authority or a court order; a serious third-party complaint; or a reasonable suspicion of fraud or unlawful activity.

Where possible and lawful, Upkyo will tell you about the suspension and its reason and give you an opportunity to fix the issue. Suspension does not end your payment obligations. The service is restored once the cause has been resolved and any amounts due have been paid. Upkyo is not liable for the consequences of a justified suspension.

21. Termination by Upkyo

Upkyo may terminate a service or your entire account: immediately, in the event of a serious or repeated breach, such as child sexual abuse material, illegal activity, fraud, false information or a serious violation of the Acceptable Use Policy; when a suspension has not been resolved within a reasonable time, including for non-payment; or for any other reason with reasonable notice by email, in which case the portion of the price for the unused part of the service term is refunded.

If termination is due to your breach, amounts already paid are not refunded and any outstanding amounts become immediately due, to the extent permitted by law.

22. Effect of termination and data retrieval

When a service ends, for any reason, your right to use it ends and access may be closed. It is your responsibility to retrieve Customer Content before the end date. Upkyo may, without being required to, retain the content temporarily for the period shown in the client area or in the Backup and Retention Policy, after which it is permanently deleted, including from backups, and cannot be recovered. Unlawful content or content subject to a request from an authority may be preserved, disclosed or deleted as required by law.

Provisions that by their nature should survive termination remain in effect, including those on amounts owed, intellectual property, confidentiality, warranties, limitation of liability, indemnification, governing law and dispute resolution.

23. Intellectual property

Upkyo and its licensors retain all rights in the services, the upkyo.com website, the client area, the mobile app, software, documentation and the Upkyo name and logos. Subject to your compliance with these Terms and payment of amounts due, Upkyo grants you, for the duration of the service, a personal, non-exclusive, non-transferable and non-sublicensable right to use the services. You may not copy, modify, decompile or disassemble Upkyo software, except as permitted by law, or use Upkyo trademarks without written permission.

For creative work, rights in deliverables made specifically for you are assigned or licensed to you as set out in the quote, once paid in full. Upkyo retains its know-how, tools, templates and pre-existing materials. If you send us suggestions, Upkyo may use them freely without any obligation to you.

24. Confidentiality

Each party will keep confidential the non-public information of the other party that it learns in connection with the contract and will use it only to perform the contract. This obligation does not apply to information that is public, already known, lawfully received from a third party or independently developed, or to disclosures required by law, an authority or a court order.

Upkyo accesses Customer Content only as needed to provide the services, to deliver support you request, for security, to handle a report or to comply with the law. Requests from authorities are handled under our Law Enforcement Requests policy.

25. Personal data

Upkyo processes your personal data in accordance with the Privacy Policy, which describes the data collected, the purposes, the categories of subprocessors and your rights, including under the GDPR and the California Consumer Privacy Act.

When Upkyo processes personal data on your behalf within Customer Content, it acts as a processor within the meaning of the GDPR and the Data Processing Agreement applies. You remain responsible for the lawfulness of the processing you carry out using the services, including informing your end users and having a legal basis for your processing.

26. Disclaimer of warranties

To the fullest extent permitted by law, the services are provided “as is” and “as available”. Except for the commitments expressly set out in these Terms and the Service Level Agreement, Upkyo disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, absolute security or results. Upkyo does not warrant that the services will meet your specific needs or be compatible with all third-party software, hardware or services.

No advice or information, whether oral or written, creates any warranty not stated in these Terms. If you are a consumer, this disclaimer does not affect the mandatory statutory warranties you are entitled to, including the legal guarantee of conformity for digital content and services in the European Union.

27. Limitation of liability

To the fullest extent permitted by law, Upkyo is not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, customers, anticipated savings, data, goodwill or business opportunities, or for the cost of substitute services, even if Upkyo has been advised of the possibility of such damages.

To the fullest extent permitted by law, Upkyo’s total aggregate liability arising out of or relating to these Terms and the services, for all claims combined, is limited to the amount you actually paid to Upkyo for the service giving rise to the claim during the 12 months preceding the event that gave rise to the liability.

These limitations apply whatever the legal theory, whether contract, tort including negligence, or otherwise. They do not apply to gross negligence or willful misconduct, death or personal injury, or where applicable law does not allow liability to be excluded or limited. They are an essential basis of the bargain and of the prices offered.

28. Indemnification

You agree to defend, indemnify and hold harmless Upkyo, its officers, members, employees, subprocessors and partners from and against any claim, action, loss, judgment, fine and expense, including reasonable attorneys’ fees, arising from: Customer Content; your use of the services or that of your end users; your violation of these Terms, Upkyo’s policies or the law; or any infringement of a third party’s rights.

Upkyo will notify you of the claim within a reasonable time and may take part in the defense with counsel of its choice. You may not settle any claim in a way that binds Upkyo without its written consent. If you are a consumer, this section applies to the extent permitted by the law of your country of residence.

29. Force majeure

Neither party is liable for any delay or failure to perform caused by an event beyond its reasonable control, including natural disasters, fire, flood, epidemics, war, terrorism, riots, acts of government, embargoes, strikes, widespread power or telecommunications outages, failures of an infrastructure partner, registry or payment provider, or a cyberattack of exceptional scale despite reasonable security measures.

The affected party will notify the other as soon as possible, and performance is suspended for the duration of the event. If it lasts beyond a reasonable period, either party may terminate the affected service without liability. Force majeure does not excuse payment for services already provided.

30. Changes to these Terms

Upkyo may change these Terms and its policies to reflect changes in the services, the law or case law. Material changes are notified to you by email or in the client area a reasonable time before they take effect. A change required by law or necessary for security reasons may take effect immediately.

If you do not accept a change, you may cancel the service concerned before it takes effect; if you are a consumer and the change is to your detriment, you will then be refunded the portion of the price for the unused period. Continued use of the services after a change takes effect constitutes acceptance. A change to Section 34 does not apply to a dispute already notified to the other party.

31. Electronic communications and signature

You agree to receive electronically all communications about your account and the services, including order confirmations, invoices, reminders, notices of changes and suspension notices, sent to your account email address or posted in the client area. These communications satisfy any legal requirement that they be in writing. It is your responsibility to keep a valid email address and to check the client area regularly.

Your online acceptance, by clicking, checking a box or confirming an order, is an electronic signature that binds you as a handwritten signature would, under the Electronic Signatures in Global and National Commerce Act and other applicable laws. Upkyo’s electronic records, kept with reasonable security, are evidence of communications, orders and payments unless proven otherwise.

32. Sanctions and export control

You represent that you are not the target of economic or trade sanctions imposed by the United States, including those administered by the Office of Foreign Assets Control, by the European Union or by the United Nations, and that you are not owned or controlled by a sanctioned person. You may not use the services, or allow access to them, in violation of those sanctions or of United States export control laws, or for the benefit of a sanctioned country, region or person.

Upkyo may refuse, suspend or terminate without notice any service that would expose it to a violation of these rules, and may withhold the related funds where the law requires it.

33. Governing law

These Terms and any dispute relating to them are governed by the laws of the State of New Mexico and the federal laws of the United States, including the Federal Arbitration Act, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 34, the state courts of New Mexico and the federal courts located there have exclusive jurisdiction over any dispute. Consumers residing in the European Union retain the protections set out in Section 35.

34. Individual arbitration and class action waiver

Please read this section carefully: it limits the ability to go to court and to take part in a class action.

Informal resolution. Before starting any proceeding, the party with a complaint must send the other a written description of the dispute and the relief sought, to support@upkyo.com in the case of Upkyo, and the parties will try in good faith to resolve it informally for a reasonable period.

Arbitration. If no agreement is reached, any dispute, claim or controversy arising out of or relating to these Terms or the services, including the validity, scope or enforceability of this section, will be finally resolved by individual arbitration administered by the American Arbitration Association, or AAA, under its Consumer Arbitration Rules for consumers or its Commercial Arbitration Rules for business customers, as in effect when the claim is filed. The arbitration will be heard by a single arbitrator, in English, on the documents, by videoconference or in New Mexico, unless the parties agree or the arbitrator decides otherwise. Fees are allocated under the AAA rules. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and Upkyo may bring claims only on an individual basis, and not as a plaintiff or class member in any class, collective, consolidated or representative action. The arbitrator may not consolidate the claims of more than one person or preside over any class proceeding. You and Upkyo each waive the right to a jury trial. If this waiver is found unenforceable as to a claim, that claim, and only that claim, must be brought in the courts referred to in Section 33.

Exceptions. Either party may bring an individual claim in a small claims court of competent jurisdiction, as long as the case remains there. Either party may also go to a competent court to stop an infringement of its intellectual property rights or to obtain interim or provisional relief.

Right to opt out. You may opt out of this section by writing to support@upkyo.com within 30 days after you first accept these Terms, stating your name, your account email address and your decision to opt out of arbitration. Opting out does not affect any other provision of these Terms; your disputes will then be heard by the courts referred to in Section 33.

If any part of this section is found unenforceable, the rest remains in effect.

35. Protections for EU consumers

If you are a consumer residing in a Member State of the European Union, nothing in these Terms deprives you of the protection afforded to you by the mandatory provisions of the law of your country of residence, including those on withdrawal rights, statutory warranties, unfair terms and liability. The choice of New Mexico law applies only to the extent it is compatible with those provisions.

Section 34 applies to you only to the extent permitted by your national law. In all cases, you may bring proceedings before the courts of your country of residence under the Brussels I Recast Regulation, or use an out-of-court consumer dispute resolution scheme available in your country. Upkyo may bring proceedings against you only in the courts of your country of residence.

36. General provisions

Assignment. You may not assign these Terms or any service without Upkyo’s prior written consent. Upkyo may assign these Terms, in whole or in part, to an affiliate or to a successor in the event of a merger, acquisition, reorganization or sale of assets, with notice to you.

Severability. If any provision is held invalid or unenforceable, it will be replaced by the valid provision closest to the parties’ intent, and the remaining provisions remain in effect.

No waiver. Failure to exercise a right or tolerance of a breach does not constitute a waiver of that right.

Entire agreement. These Terms and the documents they refer to constitute the entire agreement between you and Upkyo on their subject matter and supersede all prior agreements. Your own purchasing terms do not apply, even if attached to an order. Nothing in these Terms creates a partnership, agency, employment or joint venture relationship between the parties.

Governing language. These Terms are published in several languages. In case of any discrepancy between versions, the English version prevails, subject to the mandatory provisions that protect consumers in their country of residence.

37. Contact

For any question about these Terms, write to support@upkyo.com or open a ticket from the client area. Mailing address: 1178 Broadway, 3rd Floor #1249, New York, NY 10001, USA.