Terms of Service
These Terms of Service (“Terms”) are intended to explain the obligations of the service provider (“Kolleno”, “we”, “us”, “our”) and the obligations of a customer and the authorised users of a customer (“you”, “your”). Please read them carefully.
These Terms are binding on any use of the Service and apply to you from the time that you first access Kolleno‘s Service.
We reserve the right to change these terms from time to time. Each version will take effect when first posted to our Website and we will make reasonable efforts to communicate these changes to you via email or notification on the Website. It is your obligation to ensure that you read, understand and agree to the most recent version of these Terms whenever they are available on the Website.
By using the Service you acknowledge and accept these Terms and represent that you have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
In these Terms, unless the context requires otherwise, the words and expressions set out below in parentheses shall have the meanings attributed to them below:
“Authorised User” means any person or entity that uses the Service with the authorisation of the Customer from time to time.
“Kolleno” means Kolleno Limited, a UK private limited company with registration number 12755717, and with its office at International House, 24 Holborn Viaduct, London, England, EC1A 2BN and any future subsidiaries of Kolleno Limited. “we”, “us” and “our” shall also refer to Kolleno.
“Commencement Date” means the date on which the Customer first makes payment of the Service Fees, or (if earlier) the date on which Kolleno first provides the Service to the Customer.
“Confidential Information” means information exchanged between the parties under these Terms, whether in writing, electronically or orally, that is not public information and is reasonably understood to be confidential. This does not include information which is or becomes publicly available through authorised disclosure by the other party or other information that is anonymised and/or aggregated. This also does not include the name and logo of the other party.
“Customer” means the person or entity who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Data” means any data, including personal data, inputted by you or with your authority into the Website or into the electronic accounting system that you integrate with the Service at any time.
“Intellectual Property Rights” includes things like copyright, trademarks, domain names, database rights and other Intellectual Property Rights, wherever they might take effect in the world. It covers all such Intellectual Property Rights, whether they are registered or not, and whether they exist now or come into existence some time later.
“Invoice Pool” means invoices issued for the benefit of, by or on behalf of the Customer.
“Service” means the commercial services that we offer as listed on our Website, including, but not limited to, software and subscription service outsourced credit control.
“Professional Service” means the commercial services that we offer as listed on our Website, including, but not limited to Debt Recovery and Collections, training and specific support requirements, bespoke development and outsourced credit control.
“Services Fee” and “Professional Services Fee” means the monthly, yearly or one-off fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website, in emails, quotations, proposals and/or statement of works shared by Kolleno employees.
“Subscription Period” means the monthly or yearly period when the Service Fee is payable by you in accordance with the fee schedule set out on the Website and/or otherwise communicated in emails, quotations, proposals and/or statement of works shared by Kolleno employees.
“Subdomain” refers to any additional part to the main domain name of https://www.kolleno.com/ that currently exist or are created in the future (example: https://www.kolleno.com/sign-up/, https://app.kolleno.com/login).
“Website” means https://www.kolleno.com/ and all the subdomains related to it.
Words and defined terms importing the singular shall be treated as importing the plural and vice versa. The clause and paragraph headings used in these Terms are inserted for ease of reference only.
2. USE OF SERVICE AND PROFESSIONAL SERVICE
Kolleno grants you the right to access and use the Services via the Website with the user roles, size, and access available to you according to subscription/payment plan you choose. This is a non-exclusive right that is limited by and subject to these Terms. You acknowledge and agree that, subject to any applicable written agreement between the Customer and the Authorised Users, or any other applicable laws:
The Customer determines who is an Authorised User and what level of user role access to the relevant organisation and Service that Authorised User has;
The Customer is responsible for all Authorised Users’ use of the Service;
The Customer controls each Authorised User’s level of access to the relevant organisation and Service at all times and can revoke or change an Authorised User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised User or shall have that different level of access, as the case may be; and
If there is any dispute between a Customer and an Authorised User regarding access to any organisation or Service, the Customer shall decide what access or level of access to the Service that Authorised User shall have, if any.
If you decide to make use of our Debt Recovery and Collections Service, you have acknowledged and agreed to the additional terms as outlined on our Collections Terms and Conditions.
2.1. Credit and Debtor Information
You agree and can confirm that your principals and directors will consent that we are allowed to consult, or register any information we see necessary with a licensed credit reference agency, including information about your directors and principals. We can keep records of that search both on computers and on manual records. We may use your Copy Documentation, and other data, which excludes your identity as a creditor, but includes the value of Debts and Debtors’ identities, in our business and include it in credit reporting/business information services provided to third parties.
3.1 Services fee
You can view our current pricing and plans for SaaS subscriptions in https://www.kolleno.com/pricing. Kolleno also offers alternative custom pricing for potential partnership opportunities and for Customers using the Enterprise level subscriptions. For Kolleno Fully Outsource services, billing works as a commission on the successfully recovered overdue invoice, depending on the arrear (0-30 days late/30-60 days late/60-90 days late/90+ days late) of overdue invoices.
For Kolleno Fully Outsource services, Our Commissions are set out in the Client Agreement, but may be altered by reasonable notice. We will apply the suitable commission rate, defined in the Client Agreement, to the age of the Debts based on the date your Client Agreement is signed/submitted. Unless specified, the Commission is based on a percentage of the total collected amount (with interest and charges for late payment) only. Once we have commenced collections activity, you have to have valid concerns about our service in order to not be liable for payment. If you Withdraw a Debt from us without our prior agreement, a Commission will be imposed as if the Debt had been fully collected and you are held accountable for reimbursing us for all costs reasonably incurred on your behalf. All invoices for our Commission are accepted if they are not objected to within 7 days of receipt, and they must be paid in full within 7 days of receipt. If any Commission is not paid when agreed due, we can exercise our rights under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), and we may charge interest on the outstanding amount at the rate of 8% (eight per centum) above the Barclays Bank base rate until the date of actual payment and may at our wish suspend or terminate the Services.
Kolleno reserves the right to change the Services Fee of its plans at any time, and any change in Services Fee will come in effect at the end of your current Subscription Period.
We reserve the right to increase the Services Fee, at any time (on reasonable notice), with any such increase taking effect from the beginning of any subsequent Subscription Period, by giving notice reasonable to the Customer.
3.2 Upgrades and downgrades
If you would like to Upgrade or Downgrade your subscription, please email firstname.lastname@example.org. In the email, please include your organisation name, your current plan and what plan you would like to upgrade to.
If you choose to downgrade your plan you will have to stop using the relevant gated features.
Compliant use policy charges, upgrades and downgrades are not governed by Clause 3.2.
To cancel your subscription for services or to end the fully outsource services provision, please email us at email@example.com and we will arrange the cancellation. Please include the email to which you subscribed to Kolleno with, and your Company Name. Please note that there is a 30-day notice period.
You will not receive any refunds for any period of the subscription where you have not been actively using it (for example, the period Kolleno has been on pause).
3.4 Processing of Service Fees
We have several different processes for charging our Customers their Services Fee or Professional Services Fee.
For outsource service, our customers are billed in arrears for the previous month.
For software services, our customers are billed the subscription fee for the previous month.
Kolleno reserves the right to change the billing of its plans at any time, and any change in Services Fee will come in effect at the end of your current Subscription Period.
4. YOUR OBLIGATIONS
4.1 General obligations
You must only use the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by us or conditions posted on the Website. You may use the Service and Website on behalf of any Customer or in order to provide services to any Customer(s) but if you do so you must ensure that you are authorised to do so and that all Customers for whom or to whom services are provided comply with and accept all the provisions of the Terms that apply to you.
4.2 Access conditions
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify us of any unauthorised use of a password, or any other breach of security and we will reset your password and you must take all other actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Services. In addition, it is a breach of the agreement and a breach of clause 4.2(5)) of the contract to share passwords and/or login credentials.
As a condition of these Terms, when accessing and using the Services, you must:
not attempt to undermine the security or integrity of Kolleno’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted; not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
4.3 Communication conditions
As a condition of these Terms, if you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use). When you communicate via the Website, you represent that you are permitted to make such communication. Kolleno is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, Kolleno does reserve the right to remove any communication at any time in its sole discretion.
You will on demand indemnify Kolleno against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to Kolleno, including (but not limited to) any costs relating to the recovery of any Services Fees that are due but have not been paid by you.
5. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party’s obligations under this clause will survive termination of these Terms.
The provisions of paragraphs (1) and (2) above shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure.
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.
6. INTELLECTUAL PROPERTY
All Intellectual Property Rights and title in the Services, the Website and any documentation relating to the Services remain the property of Kolleno (or its licensors).
6.2 Ownership of data
All Intellectual Property Rights and title in the Data is the property of the Customer. Your access to the Data is contingent on full payment of the Kolleno Services Fee when due. You also grant Kolleno a perpetual, worldwide, irrevocable, non-exclusive licence to use, copy, transmit, modify, translate, publish, distribute, store, and back-up the information and Data for the purposes of enabling you to access and use the Services and for any other purpose related to any services it makes available to you or its other users.
Where we contact you to request feedback about our Website or our Services you agree that we may use this feedback to advertise or promote our Services on the website, our social media platforms and any other physical or digital mediums. You grant to us a revocable, transferable licence to use any quotations you provide to us as feedback for the purposes listed above. You may revoke this licence at any point by contacting us at firstname.lastname@example.org
6.3 Backup of data
You must maintain copies of all Data inputted into the Service. Kolleno adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not guarantee that there will be no loss of Data. Kolleno expressly excludes liability for any loss of Data no matter how caused. You will ensure that where you are not the Customer, that the Customer is aware of, and acknowledges Kolleno exclusion of liability under this clause 6.3.
7. WARRANTIES AND ACKNOWLEDGEMENTS
You warrant and represent that where you have registered to use the Service on behalf of a Customer, you have the authority to agree to these Terms on behalf of that Customer and agree that by registering to use the Service in relation to the relevant Invoice Pool you bind the Customer on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
7.2 No warranties
Kolleno gives no warranty about the Services. Without limiting the foregoing, Kolleno does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded insofar as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
7.3 Consumer guarantees
You warrant and represent that you are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
8. DATA PROTECTION
The following definitions will apply for this clause 8.
Controller, Data Subject, Personal Data, Processor and processing shall have the respective meanings given to them in applicable Data Processing Laws from time to time (and any related expressions including process, processed and processes shall all be determined accordingly) and international organisation and Personal Data Breach shall have the respective meanings given to them in the UK GDPR.
Data Protection Laws means:
EU Regulation 2016/679 General Data Protection Regulation (“EU GDPR”) to such extent as is directly applicable in the UK, and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in each EU member state;
The EU Regulation 2016/679 General Data Protection Regulation, as enacted into UK Law under the European Union (Withdrawal) Act 2018, or as amended by UK government (“UK GDPR”) together with national implementing laws including the Data Protection Act 2018; and
Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 and UK enacted secondary legislation (as amended from time to time) GDPR means the UK GDPR or EU GDPR as applicable in the state in which processing occurs;
Protected Data means Personal Data received from or on behalf of a Customer in connection with the performance of the Supplier’s obligations under these Terms; and Compliance with Data Protection Laws
2. You agree that you (a Customer) are the Controller and that we (Kolleno) are the Processor for the purposes of processing any Protected Data as part of the Service. You shall at all times comply with all Data Protection Legislation in connection with the processing of the Protected Data.
4. You agree to indemnify us against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other reasonable professional costs arising out of or in connection with any breach by you of your obligations under this clause.
6. If we believe that any instruction received from you is likely to infringe the Data Protection Laws, we shall promptly inform you and be entitled to suspend our delivery of the Services until we have agreed instructions which are not infringing.
7. EU Regulation 2016/679 General Data Protection Regulation (“EU GDPR”) to such extent as is directly applicable in the UK, and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in each EU member state;
Sub Processing and personnel
9. We agree to assist you, insofar as this is possible, in responding to any requests from a Data Subject exercising their rights under the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
10. We shall immediately forward to you any communications from Data Subjects, supervisory authorities and other third parties concerning the Protected Data.
11. We shall not process or transfer any Protected Data in or to third countries against which there is no pre-existing adequacy decision without obtaining your prior written consent and the implementation of appropriate measures to ensure compliance with the UK GDPR.
12. We shall notify you without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
9. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Kolleno excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If you suffer loss or damage because of Kolleno negligence or failure to comply with these Terms, any claim by you against Kolleno arising from Kolleno negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Services Fees paid by you in the previous 12 months.
If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 10.
10.1 Trial policy
When you first sign up for access to the Services you can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If you continue using the Services thereafter, you will be charged from the day you provide your billing details.
10.2 Prepaid subscriptions
All amounts and Service Fees are non-cancellable and non-refundable for any period of the subscription where you have not been actively using it (for example, the period Kolleno has been on pause)
10.3 No-fault termination
These Terms will continue for the period covered by the Services Fee paid. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Services Fee when due, unless either party terminates these Terms by giving notice to the other party before the end of the relevant payment period. If you terminate these Terms, you shall be liable to pay all relevant Services Fees for the then current period. Kolleno requires a 30-day notice period before cancellation.
If you: breach any of these Terms (including, without limitation, by non-payment of any Services Fees or amounts due under clause 4.4) and if the breach is capable of being remedied you fail to remedy the breach within 14 days after receiving notice from us of the breach; breach any of these Terms and the breach is not capable of being remedied, which includes (without limitation) any failure to make payment in full of Service Fees or amounts due under clause 4.4 where such payment is more than 30 days overdue; or You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed over any of its assets or if you make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction, then Kolleno may take any or all of the following actions, at its sole discretion: immediately terminate your access to the Services and access to the Website; suspend for any definite or indefinite period of time, your use of the Services and the Website; suspend or terminate access to all or any Data; or
take any of the actions in sub-clauses (1), (2) and (3) of this clause (10.4) in respect of any or all other persons whom you have authorised to access the Data, Services and Website.
10.5 Accrued rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. Upon termination you will:
remain liable for any accrued charges and amounts which become due for payment before or (with respect to Services we have provided prior to termination) after termination; and
immediately cease to use the Services and the Website.
10.6 Expiry or termination
Clauses 4.3, 4.4, 5, 6, 7, 8, 9, 10 and 12 survive the expiry or termination of these Terms.
11. HELP DESK
11.1 Technical problems
In the case of technical problems, you must make all reasonable efforts to investigate and diagnose problems before contacting Kolleno. If you still need technical help, please check the support provided online by Kolleno on the Website or failing that email us at email@example.com. In the case that any technical problems appear to be because of a fault or error on the Website, you will use reasonable endeavours to notify Kolleno as soon as possible by either emailing us at firstname.lastname@example.org or using any other technical support notification portal made available on the Website.
11.2 Service availability
Whilst we intend that the Services should be available 24 hours a day, seven days a week, we offer no warranty or guarantee that this will be the case. It is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason we must interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish details of such activity on the Website in advance.
12.1 Entire agreement
If either party fails to exercise its rights to prosecute any breach of these Terms, this will not constitute a waiver of this, or any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
12.4 No assignment
You may not assign or transfer any rights to any other person without Kolleno’s prior written consent.
12.5 Governing law and jurisdiction
These Terms are governed by the laws of England and Wales and you and we submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of these Terms will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Kolleno must be sent to email@example.com or to any other email address notified by email to you by Kolleno for the purpose of notification. Notices to you will be sent to the email address which you provided when setting up your access to the Service.
12.8 Rights of third parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.