# TERMS & CONDITIONS
Effective Date: 01/03/2026
Business Name: KARPLY
Legal Status: Sole Trader (Registered in Ireland)
Registration Number: 778630
Business Address: Flat 5, 85 main street, Templemore, Tipperary, Ireland
Contact Email: timofeevoles2@gmail.com
Website: https://karply.com
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## 1. Introduction
These Terms & Conditions ("Terms") govern:
- your use of the KARPLY website;
- any enquiry, consultation, proposal, quote, invoice, or booking made with KARPLY; and
- any services provided by KARPLY, including but not limited to marketing, website development, funnel design, CRM setup, chatbot implementation, automation, AI-assisted workflows, strategy, consulting, and related digital services.
By:
- using our website;
- submitting a form;
- booking a call;
- accepting a proposal;
- paying an invoice;
- or instructing us to begin work,
you agree to be bound by these Terms.
If you do not agree to these Terms, you should not use our website or purchase our services.
---
## 2. Who We Are
KARPLY ("we", "us", "our") is a marketing and automation business operating from Ireland.
We may provide services to clients in Ireland and internationally.
---
## 3. Business Use and Consumer Carve-Out
Our services are designed primarily for business clients, including business owners, companies, partnerships, sole traders, and organisations.
If you engage us on behalf of a business, you confirm that you have authority to bind that business.
If you are dealing with us as a consumer, any mandatory rights you have under applicable consumer law will remain unaffected by these Terms. Where there is any conflict between these Terms and non-excludable consumer rights, those mandatory rights will prevail to the extent required by law.
---
## 4. Scope of Services
We may provide services including, for example:
- website and landing page design or development;
- funnel and conversion system setup;
- CRM implementation and configuration;
- chatbot builds and automations;
- workflow routing and technical integrations;
- AI-assisted content, prompts, or systems;
- marketing consulting and audits;
- campaign-related assets and support;
- ongoing retainer or support services.
The exact scope of work for any project will be defined in one or more of the following:
- a proposal;
- statement of work;
- quote;
- service package description;
- email confirmation;
- invoice;
- or another written agreement.
If there is any conflict between these Terms and a project-specific written agreement, the project-specific written agreement will take priority for that project.
---
## 5. Quotes, Proposals and Acceptance
### 5.1 Quotes and proposals
Any quote or proposal we provide is informational until accepted by us in writing or by commencement of work.
Unless otherwise stated, quotes and proposals may be withdrawn or updated by us before acceptance.
### 5.2 Acceptance
A project may be treated as accepted when:
- you sign or approve a proposal;
- you approve by email or message;
- you pay a deposit or invoice;
- you request that we begin work;
- or you otherwise clearly indicate acceptance.
### 5.3 Changes to scope
Any request outside the agreed scope may be treated as a change request.
We may, at our discretion:
- refuse the change;
- include it within the current scope;
- or issue revised pricing, timelines, and deliverables.
No additional work is guaranteed unless confirmed by us.
---
## 6. Client Responsibilities
You agree to:
- provide accurate and complete information;
- provide content, approvals, assets, credentials, and feedback in a timely manner;
- ensure that any materials you supply are lawful and that you have the right to use them;
- cooperate reasonably with us during the project;
- review deliverables and respond within reasonable timeframes;
- comply with applicable laws, platform policies, and industry rules relevant to your business.
You are responsible for the decisions you make based on our services, recommendations, or deliverables.
Delays caused by missing information, approvals, access, or materials from you may extend timelines and may affect delivery dates.
---
## 7. Client Accounts, Access and Third-Party Platforms
To deliver services, we may need access to third-party systems such as:
- website platforms;
- domains and hosting;
- CRM systems;
- email tools;
- payment systems;
- analytics tools;
- social media platforms;
- automation platforms;
- scheduling tools;
- advertising accounts.
You are responsible for:
- maintaining ownership and control of your own accounts unless otherwise agreed;
- ensuring the credentials and permissions you provide are lawful and accurate;
- maintaining appropriate account security on your side.
We are not responsible for:
- outages;
- policy changes;
- suspensions;
- restrictions;
- pricing changes;
- API changes;
- or other actions taken by third-party platforms.
Third-party tools remain subject to their own terms, pricing, policies, and availability.
---
## 8. Timelines and Delivery
Any timeline, milestone, launch date, response time, or estimated completion date is an estimate unless expressly stated otherwise in writing.
We will use reasonable efforts to deliver within agreed timeframes, but we are not liable for delay caused by:
- client delay;
- third-party providers;
- platform outages;
- unavailable integrations;
- force majeure events;
- change requests;
- or other circumstances beyond our reasonable control.
Where your delay materially affects the project, we may reschedule work, pause delivery, or revise timing and pricing.
---
## 9. Fees, Invoicing and Payment Terms
### 9.1 Fees
Fees will be set out in the applicable proposal, quote, service package, invoice, or written agreement.
Unless otherwise stated:
- all fees are quoted in **EUR**;
- fees are exclusive of third-party costs, ad spend, domain fees, software subscriptions, premium apps, transaction fees, or other external charges;
- fees are exclusive of taxes unless expressly stated otherwise.
### 9.2 VAT and taxes
If VAT or any similar tax becomes chargeable by law, registration, or transaction type, it may be added where applicable.
You are responsible for any taxes, duties, withholding, or local charges applicable to your purchase, except taxes based solely on our income.
### 9.3 Deposits and advance payments
We may require:
- a deposit;
- upfront payment;
- milestone payments;
- or recurring advance billing.
Unless otherwise required by law or expressly agreed otherwise, deposits and advance payments are non-refundable once work has been scheduled, resources allocated, or work has begun.
### 9.4 Invoices
Invoices must be paid by the due date shown on the invoice.
If no due date is stated, payment is due within **7 calendar days** of the invoice date.
### 9.5 Late payment
If payment is late, we may, without prejudice to any other right or remedy:
- pause work;
- withhold delivery;
- revoke access to non-final drafts;
- delay support or communications;
- reschedule deadlines;
- refuse further work until payment is brought current.
We may also charge reasonable recovery costs and any lawful interest or late fee where stated in the relevant agreement or permitted by law.
### 9.6 No set-off
Unless required by law, payments must be made in full without deduction, set-off, withholding, or counterclaim.
---
## 10. Recurring Services, Retainers and Renewals
If we provide recurring monthly, quarterly, or subscription-style services:
- they may be billed in advance unless otherwise agreed;
- they may continue until terminated in accordance with the agreed notice period;
- the scope may be limited to the services stated in the applicable package or agreement.
Unless another notice period is stated in writing, either party may terminate a recurring service by giving **30 days’ written notice** before the next billing cycle.
Any fees already billed for the current period are generally non-refundable, except where required by law or where we agree otherwise in writing.
---
## 11. Refunds and Cancellations
### 11.1 General rule
Because our services involve time, planning, consultation, custom work, digital delivery, and allocation of resources, refunds are not automatically available.
### 11.2 Non-refundable items
Unless otherwise required by law or agreed in writing, the following are generally non-refundable once commenced, delivered, or scheduled:
- strategy calls and consulting time;
- audits and reviews;
- custom setup work;
- research and planning;
- design and development time;
- configuration and implementation work;
- reserved project slots;
- rush fees;
- third-party costs already incurred.
### 11.3 If you cancel before work begins
If you cancel before work begins, we may retain:
- a booking fee;
- a non-refundable deposit;
- or any amount covering time already spent, preparation already undertaken, and costs already committed.
### 11.4 If we cancel
If we cancel a project before significant work begins and the cancellation is not caused by your breach, we may refund any unused prepaid amount at our discretion, less any non-recoverable costs and value of work already completed.
### 11.5 Chargebacks
You agree not to initiate an unjustified chargeback or payment dispute for services properly provided or work properly commenced.
If a chargeback is initiated without valid basis, we may:
- suspend all work;
- revoke access where lawful;
- provide evidence to the payment provider;
- and seek recovery of unpaid fees, costs, and administrative expenses.
---
## 12. Approvals, Revisions and Acceptance of Deliverables
### 12.1 Drafts and revisions
Unless otherwise stated in writing, any revision rounds included in a service apply only to the scope explicitly described in the relevant proposal or package.
Requests outside the included revision scope may be treated as additional work.
### 12.2 Client approval
You are responsible for reviewing and approving:
- copy;
- design;
- layouts;
- automations;
- workflows;
- integrations;
- configurations;
- and final deliverables.
### 12.3 Deemed acceptance
Unless otherwise agreed, a deliverable may be treated as accepted if:
- you approve it in writing;
- you use it;
- you publish it;
- you share it publicly;
- you instruct us to proceed to the next stage;
- or you do not raise material written objections within **5 business days** after delivery or request for review.
### 12.4 Responsibility after approval
Once you approve or publish a deliverable, responsibility for that approved version transfers to you, except to the extent caused directly by our proven breach.
---
## 13. Intellectual Property
### 13.1 Our pre-existing materials
We retain all rights, title, and interest in and to our pre-existing materials, including:
- frameworks;
- know-how;
- systems;
- methods;
- prompts;
- templates;
- scripts;
- internal documents;
- proposal formats;
- reusable assets;
- non-client-specific automations;
- and any tools or materials developed independently of your project.
### 13.2 Client materials
You retain ownership of materials you provide to us, but you grant us a non-exclusive licence to use them as necessary to provide the services.
You confirm that you have all necessary rights, licences, and permissions for any material you provide.
### 13.3 Final deliverables
Unless otherwise stated in writing, and subject to full payment of all amounts due, you receive a non-exclusive, non-transferable, revocable licence to use the final deliverables for your internal business and marketing purposes.
Ownership of final deliverables transfers only if this is expressly stated in writing.
### 13.4 No transfer before payment
Until all outstanding amounts are paid in full:
- all licences granted to you may be withheld;
- all rights in deliverables remain with us or our licensors;
- and we may withhold final files, live deployment, exports, credentials, or handover materials.
### 13.5 Third-party tools and assets
Some deliverables may include or depend on third-party assets, software, templates, plugins, fonts, APIs, stock materials, or licensed tools.
Such items remain subject to their own terms and licences, and your rights in them are limited accordingly.
### Access to Deliverables
Where deliverables involve access to platforms, systems, accounts, automations, or integrations, continued operation may depend on third-party tools, subscriptions, hosting, or external services.
We are not responsible for the continued availability of deliverables where required third-party services are cancelled, modified, or discontinued.
---
## 14. Portfolio and Publicity Rights
Unless you expressly request otherwise in writing, and unless restricted by confidentiality obligations, we may refer to you as a client and display reasonable non-confidential aspects of the project in our:
- portfolio;
- website;
- proposals;
- social media;
- case studies;
- presentations;
- and sales materials.
We will use reasonable discretion when doing so.
If you require strict non-disclosure of project association, this should be agreed in writing before work begins.
---
## 15. Confidentiality
Each party may receive confidential information from the other.
Each party agrees to:
- keep confidential information secure and confidential;
- use it only for purposes connected with the relationship;
- disclose it only to people who need to know and who are bound by confidentiality obligations.
Confidential information does not include information that:
- is or becomes public through no breach;
- was lawfully known before disclosure;
- is independently developed without use of the confidential information;
- or must be disclosed by law, court order, or regulator.
This clause survives termination.
---
## 16. Data Protection and Privacy
### 16.1 General compliance
Each party is responsible for complying with applicable data protection and privacy laws in relation to its own activities.
### 16.2 Our role
Depending on the services, we may act as either:
- a **Data Controller** for our own business, marketing, billing, and communications; and/or
- a **Data Processor** when handling data on behalf of a client in connection with services such as CRM setup, lead handling, automations, integrations, or routing.
### 16.3 Client responsibility
Where you provide us with personal data relating to your leads, staff, customers, or contacts, you represent that:
- you have the right to provide that data;
- you have an appropriate lawful basis for doing so;
- and you have provided any notices required by law.
### 16.4 Instructions and DPA
Where we act as a Data Processor, we process personal data in line with your documented instructions, subject to applicable law.
A separate Data Processing Agreement (DPA) may be provided where appropriate.
### 16.5 Privacy Policy
Our handling of personal data for our own business purposes is described in our Privacy Policy.
---
## 17. Client Compliance and Legal Responsibility
You are solely responsible for ensuring that your business, campaigns, communications, and instructions comply with applicable laws, regulations, and platform rules, including where relevant:
- advertising rules;
- direct marketing rules;
- anti-spam requirements;
- consumer protection rules;
- e-commerce requirements;
- sector-specific rules;
- and data protection obligations.
We do not provide legal, tax, accounting, or regulated compliance advice unless expressly stated in writing.
If you need legal certainty for your business, you should obtain advice from a qualified solicitor or other appropriately qualified adviser.
---
## 18. AI, Automation and Technical Services
Some services may include AI-assisted tools, automated workflows, integrations, routing logic, chatbot flows, or third-party technical systems.
You acknowledge that:
- AI-generated or AI-assisted outputs may require review, testing, editing, and human approval;
- automations depend on third-party platforms, APIs, permissions, and external systems;
- integrations can break or change due to third-party updates;
- no technical setup can be considered permanently error-free or interruption-free.
You are responsible for reviewing and approving any content, automation logic, or workflow used in your live business environment.
---
## 19. No Guarantee of Specific Results
We do not guarantee:
- a specific number of leads;
- a specific number of bookings;
- any specific revenue result;
- any increase in profit;
- any particular conversion rate;
- approval by third-party platforms;
- uninterrupted service from third-party tools;
- or that any strategy will perform in a particular way.
Marketing and business outcomes depend on many factors outside our control, including:
- your offer;
- pricing;
- sales process;
- speed of follow-up;
- customer behaviour;
- competition;
- market conditions;
- platform performance;
- ad budget;
- operational capacity;
- and your implementation decisions.
Any examples, projections, estimates, forecasts, or case studies are illustrative only and do not constitute a promise of future performance.
---
## 20. Website Content Disclaimer
The content on our website is provided for general information only.
It does not constitute:
- legal advice;
- financial advice;
- tax advice;
- regulated business advice;
- or a guarantee of specific commercial outcomes.
You should not rely solely on website content when making legal, financial, technical, or compliance decisions.
---
## 21. Warranties Disclaimer
To the maximum extent permitted by applicable law, and except where expressly stated otherwise in writing:
- our website;
- our services;
- our deliverables;
- and any materials provided by us
are provided on an **"as is"** and **"as available"** basis.
We disclaim all implied warranties, conditions, and representations to the fullest extent permitted by law, including any implied warranties of:
- merchantability;
- fitness for a particular purpose;
- non-infringement;
- uninterrupted availability;
- or error-free operation.
Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.
---
## 22. Limitation of Liability
To the fullest extent permitted by law:
- we are not liable for any indirect, incidental, special, punitive, or consequential loss;
- we are not liable for loss of profit, revenue, business opportunity, goodwill, data, expected savings, or reputation;
- we are not liable for loss caused by third-party platforms, service providers, outages, account restrictions, suspensions, policy changes, or integration failures;
- we are not liable for losses caused by your delay, inaccurate information, failure to follow advice, or misuse of deliverables.
Our total aggregate liability arising out of or in connection with the website, services, or these Terms shall not exceed:
- the total amount actually paid by you to us for the specific service giving rise to the claim during the **12 months** immediately before the event giving rise to the claim; or
- if the engagement was shorter, the total amount actually paid by you for that engagement.
Nothing in these Terms excludes or limits liability for:
- fraud or fraudulent misrepresentation;
- wilful misconduct where liability cannot be excluded;
- or any liability that cannot lawfully be excluded or limited under applicable law.
---
## 23. Indemnity
You agree to indemnify, defend, and hold harmless KARPLY from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable professional fees) arising from or connected with:
- your breach of these Terms;
- your unlawful instructions or activities;
- your misuse of the services or deliverables;
- your breach of platform policies or applicable law;
- your failure to obtain rights, permissions, licences, notices, or consents;
- any materials, data, content, claims, or assets you provide to us;
- any allegation that client-supplied materials infringe third-party rights;
- or your handling of customer, lead, or personal data.
---
## 24. Suspension and Termination
### 24.1 Suspension
We may suspend access to services, support, deliverables, or further work immediately if:
- you fail to pay on time;
- you breach these Terms;
- you engage in abusive, unlawful, fraudulent, or unsafe conduct;
- you misuse our systems or deliverables;
- continuing work would expose us to legal, reputational, or technical risk.
### 24.2 Termination by either party
Either party may terminate a project or service in writing if the other party commits a material breach and fails to remedy it within a reasonable period after notice, where a remedy is possible.
### 24.3 Effect of termination
On termination:
- all unpaid fees for work performed become immediately due;
- any accrued rights remain enforceable;
- we may stop work immediately;
- any licence not yet fully vested may be withheld;
- and clauses intended to survive termination will continue in effect.
### 24.4 Handover
Any handover, export, migration, documentation, or transition support after termination may be charged separately unless already included in the agreed scope.
---
## 25. Acceptable Use of the Website
You agree not to:
- misuse the website;
- attempt unauthorised access to systems or data;
- interfere with website functionality or security;
- introduce malicious code or harmful content;
- scrape, copy, harvest, or extract content or data without permission;
- use the website for unlawful, abusive, fraudulent, or harmful purposes;
- impersonate any person or entity;
- or use the website in a way that may damage our rights, systems, operations, or reputation.
We may restrict or block access where we reasonably believe misuse has occurred.
---
## 26. Website Intellectual Property
Unless otherwise stated, all content on the website, including but not limited to:
- text;
- branding;
- logos;
- graphics;
- layouts;
- frameworks;
- downloads;
- documents;
- and other materials
is owned by KARPLY or used under licence.
You may not copy, reproduce, adapt, republish, distribute, sell, or exploit website content without our prior written permission, except to the limited extent allowed by law.
---
## 27. Third-Party Links and Integrations
Our website or services may refer to or connect with third-party websites, tools, software, or services.
We do not control and are not responsible for third-party content, availability, terms, or privacy practices.
Your use of third-party services is at your own risk and subject to their own terms.
---
## 28. Notices and Communications
You agree that we may send notices, updates, approvals, and other communications by:
- email;
- project management tools;
- messaging platforms;
- or other contact details you provide.
You are responsible for keeping your contact details current.
A notice will be considered received when it is sent, unless it is returned as undeliverable.
---
## 29. Force Majeure
We are not liable for any delay, failure, or interruption caused by events beyond our reasonable control, including but not limited to:
- internet or hosting outages;
- power failure;
- natural events;
- war;
- civil unrest;
- labour disputes;
- illness;
- government action;
- platform failure;
- cyber incidents;
- or supplier disruption.
In such circumstances, timelines may be extended and obligations may be suspended for the duration of the event.
---
## 30. Assignment and Subcontracting
We may subcontract or delegate parts of the services to trusted contractors, specialists, or service providers where appropriate.
We remain responsible for the overall service to the extent required by the applicable agreement.
You may not assign or transfer your rights or obligations under these Terms without our prior written consent.
---
## 31. Entire Agreement
These Terms, together with any applicable proposal, statement of work, quote, invoice, or written agreement, form the entire agreement between the parties in relation to the relevant subject matter.
They replace prior discussions, understandings, or informal communications on that subject, except where expressly preserved in writing.
---
## 32. Waiver
If we do not immediately enforce any right under these Terms, this does not mean we waive that right.
Any waiver must be clear and in writing.
---
## 33. Severability
If any provision of these Terms is held to be unlawful, invalid, or unenforceable, that provision shall be interpreted as narrowly as necessary and, if required, severed.
The remainder of the Terms will continue in full force to the extent permitted by law.
---
## 34. Changes to These Terms
We may update these Terms from time to time.
The latest version will be published on our website with the updated effective date.
For ongoing clients, the version in force at the time of acceptance of the relevant service will generally apply, unless:
- a later version is required by law;
- or the parties agree otherwise in writing.
---
## 35. Governing Law and Jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by the laws of Ireland.
Subject to any mandatory rights that apply under law, the courts of Ireland shall have exclusive jurisdiction to resolve disputes arising out of or in connection with these Terms.
---
## 36. Contact Details
If you have any questions about these Terms, please contact:
KARPLY
Ireland
Email: timofeevoles2@gmail.com
Website: https://karply.com
