Terms & Conditions

Last updated: 4 September 2026

These Terms and Conditions govern the use of the KOKIO website and the provision of services by KOKIO LTD.

Please read these Terms carefully before using our website or engaging us to provide services.

1. About KOKIO

KOKIO LTD (“KOKIO”, “we”, “us” or “our”) is a company registered in England and Wales.

Company name: KOKIO LTD
Company number: 14339247
Registered office: Old Post Office, Back Ln, Allerthorpe, York, YO42 4RP, United Kingdom

KOKIO provides digital, ecommerce and operational support services to businesses. These may include website design and development, ecommerce solutions, warehousing, fulfilment, logistics support, customer service, Amazon account and advertising services, SEO, digital marketing, software and document-management solutions.

References to “you” or “the Client” mean the individual, company or organisation using our website or purchasing services from KOKIO.

2. Scope of these Terms

These Terms apply to:

your use of the KOKIO website;
enquiries, quotations and proposals provided by KOKIO;
services supplied by KOKIO unless separate written terms are agreed;
ongoing, recurring and project-based services;
services delivered directly by KOKIO or with the assistance of approved third-party suppliers and platforms.

A quotation, proposal, statement of work, service agreement or other written agreement may contain additional terms specific to a project or service.

Where there is a conflict between these general Terms and a separately signed service agreement, proposal or statement of work, the terms of the specific written agreement will take priority to the extent of that conflict.

3. Business Customers

Our services are primarily intended for businesses, organisations, professionals and commercial clients.

By instructing KOKIO on behalf of a company or organisation, you confirm that you have authority to enter into an agreement on its behalf.

Where services are supplied to a consumer, any rights that cannot lawfully be excluded or restricted under UK consumer law will continue to apply.

4. Quotations and Proposals

Any quotation or proposal issued by KOKIO will be based on the information available to us at the time.

Unless otherwise stated:

quotations are not binding until accepted by the Client and confirmed by KOKIO;
quoted prices apply only to the scope described;
additional work may be charged separately;
estimated delivery dates are estimates rather than guarantees;
third-party costs may change independently of KOKIO.

A quotation may specify how long it remains valid.

We may withdraw or revise a quotation before acceptance where pricing, supplier costs, scope or other relevant circumstances have changed.

5. Formation of an Agreement

An agreement between KOKIO and the Client may be formed when:

the Client accepts a written quotation or proposal;
the Client signs a service agreement;
the Client provides written authorisation for work to begin;
the Client pays a requested deposit or initial invoice; or
KOKIO otherwise confirms in writing that services have commenced.

Electronic acceptance, including acceptance by email, may constitute valid approval.

6. Services

KOKIO will provide the services described in the applicable quotation, proposal, service agreement or statement of work.

The exact scope may vary between Clients.

Services may include, without limitation:

Ecommerce and websites

Website design, website development, ecommerce development, integrations, website support, content implementation and related digital services.

KOKIO’s ecommerce services may also integrate with warehousing, fulfilment, logistics and customer-service functions.

Warehousing, fulfilment and logistics

Where agreed, KOKIO may provide or coordinate product storage, inventory handling, picking, packing, dispatch and courier or logistics services.

Customer service

KOKIO may provide customer-support services on behalf of a Client across agreed channels, including support relating to products, orders, deliveries, returns or other agreed enquiries.

Amazon services

Services may include Amazon account support, account management, listing creation and optimisation, store content, advertising management, performance analysis, customer service and related marketplace support.

SEO and digital marketing

Services may include search-engine optimisation, content, advertising, campaign management, reporting and other digital-marketing activity.

Software and document-management services

KOKIO may provide access to, implementation of, support for or consultancy relating to software, document-management systems and other business systems.

The precise services provided will be determined by the applicable agreement.

7. Client Responsibilities

The Client must provide KOKIO with the information, content, access, decisions and approvals reasonably required to provide the services.

The Client is responsible for ensuring that information supplied to KOKIO is accurate, lawful and complete.

This may include:

company and contact information;
product information;
prices;
stock information;
product specifications;
trademarks and brand assets;
website content;
account credentials or appropriate user access;
marketplace information;
delivery information;
legal and regulatory information relevant to the Client’s products or services.

The Client must respond to reasonable requests for information and approval within a reasonable period.

KOKIO will not be responsible for delays caused by the Client’s failure to provide necessary information, materials, access or decisions.

8. Client Content and Legal Responsibility

The Client remains responsible for the legality, accuracy and suitability of materials supplied to KOKIO.

The Client confirms that it has the necessary rights, licences, consents and permissions to use and provide any text, photographs, graphics, trademarks, databases, product information or other materials supplied to KOKIO.

The Client must not instruct KOKIO to publish, distribute or use material that:

infringes intellectual-property rights;
is unlawful or fraudulent;
is defamatory;
breaches confidentiality;
breaches data-protection law;
contains deliberately misleading claims; or
otherwise exposes KOKIO to unreasonable legal or regulatory risk.

KOKIO may refuse or remove material where we reasonably believe publication or use would be unlawful or inappropriate.

9. Changes to Scope

Work requested outside the agreed scope may be treated as additional work.

Where reasonably possible, KOKIO will notify the Client before undertaking material additional work that will result in additional charges.

Changes to the scope may also affect delivery dates, budgets and third-party costs.

Repeated revisions, new functionality, additional integrations or changes to previously approved work may be chargeable.

10. Fees and Payment

The Client must pay the fees stated in the applicable quotation, proposal, service agreement or invoice.

Payment terms will be shown on the relevant invoice or agreement.

Unless otherwise agreed:

invoices must be paid by the stated due date;
deposits and advance payments may be required before work begins;
recurring services may be invoiced monthly or according to the agreed billing cycle;
third-party costs may be charged in advance;
VAT will be added where legally applicable.

The Client must notify KOKIO promptly if it reasonably disputes an invoice.

Undisputed amounts remain payable.

11. Late Payment

Where a business Client fails to pay an undisputed invoice by the due date, KOKIO may:

suspend services;
pause development or campaign activity;
restrict access to services under KOKIO’s control;
withhold further deliverables until payment is received; and
recover interest and reasonable recovery costs where permitted by law.

Any statutory rights available to KOKIO in relation to late commercial payments are unaffected.

12. Deposits and Advance Payments

Where a deposit or advance payment is required, work may not begin until payment has cleared.

Deposits may be applied towards work already completed, committed resources, third-party expenditure or reserved production capacity.

Any refund of a deposit will depend on the circumstances, the work already performed, commitments made and the terms of the relevant quotation or agreement.

Nothing in this clause limits any statutory rights that apply to consumers where relevant.

13. Third-Party Services and Platforms

Many KOKIO services depend on third-party platforms and providers.

These may include:

Amazon;
ecommerce platforms;
hosting providers;
domain registrars;
payment gateways;
courier companies;
advertising platforms;
email platforms;
software providers;
telecommunications providers;
analytics platforms; and
other technology suppliers.

Use of these services may be subject to the third party’s own terms, policies, pricing, availability and technical limitations.

KOKIO does not control third-party platforms and cannot guarantee that they will remain available or unchanged.

The Client is responsible for complying with the rules and policies of any platform on which it operates.

14. Amazon and Marketplace Services

Where KOKIO provides Amazon or other marketplace services, the Client acknowledges that the relevant marketplace remains an independent third party.

KOKIO cannot guarantee:

marketplace approval;
reinstatement of suspended accounts or listings;
successful appeals;
particular rankings;
sales volumes;
advertising performance;
uninterrupted marketplace access; or
that marketplace policies will remain unchanged.

Amazon and other platforms may change their algorithms, rules, fees, advertising systems or account requirements without notice to KOKIO.

KOKIO will provide the agreed services using reasonable professional care, but final marketplace decisions remain outside our control.

15. Advertising and Marketing

Where KOKIO manages advertising or marketing activity, budgets and service fees will be agreed separately where applicable.

Advertising expenditure paid to platforms such as Amazon, Google, Meta or other providers is separate from KOKIO’s management fees unless expressly stated otherwise.

KOKIO does not guarantee:

a particular number of enquiries;
sales;
revenue;
search ranking;
return on advertising spend;
conversion rate; or
other commercial results.

Marketing performance can be affected by competition, pricing, product demand, budgets, website performance, platform changes and other circumstances outside KOKIO’s control.

16. Search Engine Optimisation

SEO involves improving a website and its content to increase its ability to perform in search engines.

Search engines operate independently and can alter their algorithms, policies and ranking systems without notice.

KOKIO therefore cannot guarantee a specific search position, level of organic traffic or ranking duration.

17. Warehousing and Fulfilment

Where warehousing or fulfilment services are provided, specific operational terms may also be set out in a separate service agreement.

The Client is responsible for providing accurate information concerning products supplied for storage or fulfilment.

The Client must inform KOKIO of any product that:

is dangerous or hazardous;
requires controlled storage;
has specific legal handling requirements;
is perishable;
has an expiry date;
is restricted for transport; or
otherwise requires specialist treatment.

KOKIO may refuse to accept goods that have not been properly declared or that fall outside the agreed service scope.

18. Inventory and Stock Information

Where KOKIO maintains stock information or inventory records, reasonable care will be taken to maintain accurate records.

Minor discrepancies may occur due to returns, damage, manual processing, courier issues or other operational circumstances.

Stock reconciliation processes may be agreed separately with the Client.

The Client should notify KOKIO promptly of any identified inventory discrepancy.

19. Couriers and Delivery

KOKIO may arrange delivery using third-party courier and logistics providers.

Delivery times quoted by couriers are generally estimates unless a specific guaranteed service has been purchased.

KOKIO is not responsible for delays caused solely by matters outside its reasonable control, including courier disruption, customs processes, severe weather, strikes, incorrect customer addresses or transport-network failures.

Where appropriate, KOKIO will assist the Client in investigating delivery issues with the relevant provider.

20. Customer Service Provided on the Client’s Behalf

Where KOKIO communicates directly with the Client’s customers, KOKIO will act within the agreed procedures, permissions and information supplied by the Client.

The Client must provide accurate policies and guidance covering matters such as:

refunds;
replacements;
cancellations;
warranties;
product use;
delivery;
returns; and
customer complaints.

KOKIO may refer matters to the Client where they fall outside the agreed authority or require a commercial, legal or technical decision from the Client.

21. Websites and Development

Where KOKIO provides website or software development, the Client is responsible for reviewing and approving the work before launch or final deployment.

The Client should test relevant functionality and notify KOKIO of material issues within any testing or review period specified in the project agreement.

After approval or launch, additional changes may be treated as support, maintenance or additional development.

22. Browser, Device and Platform Compatibility

KOKIO will use reasonable care when developing websites and digital products for commonly used modern browsers and devices.

We cannot guarantee identical appearance or functionality across every browser, device, screen size, operating system or future software version.

Older or unsupported technologies may require additional work.

23. Hosting, Domains and Digital Infrastructure

Where KOKIO supplies or manages hosting, domains, email or other digital infrastructure, the relevant service may depend on third-party providers.

Unless expressly agreed otherwise, KOKIO does not guarantee uninterrupted or error-free availability.

Maintenance, security updates, provider outages, internet failures, cyber incidents or other technical events may temporarily affect availability.

24. Security

KOKIO takes reasonable technical and organisational steps appropriate to the services being provided.

However, no website, network, software system, hosting environment or online service can be guaranteed to be completely secure.

The Client remains responsible for protecting its own credentials and systems and must notify KOKIO promptly if it suspects that credentials or systems relevant to our services have been compromised.

25. Backups

Where backups are included within a service, the scope, frequency and retention period may depend on the relevant hosting or service package.

Unless expressly agreed otherwise, the Client should maintain independent copies of business-critical information.

26. Intellectual Property

Unless otherwise agreed in writing, KOKIO retains ownership of:

its pre-existing intellectual property;
internal systems;
methodologies;
processes;
templates;
libraries;
software tools;
reusable components;
know-how; and
materials developed independently of a specific Client project.

The Client retains ownership of materials it provides to KOKIO.

Rights in bespoke deliverables created specifically for the Client will be dealt with according to the applicable quotation, proposal or service agreement.

Where the agreement provides for ownership to transfer to the Client, transfer may be conditional upon full payment of all relevant invoices.

Third-party software, fonts, plugins, stock images, templates and other licensed materials remain subject to their respective licence terms.

27. Portfolio and Promotional Use

Unless the Client requests otherwise in writing or confidentiality obligations prevent it, KOKIO may identify publicly launched work as part of its portfolio and may display the Client’s name, logo and publicly available project materials for reasonable promotional purposes.

Confidential information will not be disclosed for promotional purposes.

28. Confidentiality

Each party may receive confidential information belonging to the other.

Each party agrees to take reasonable steps to protect confidential information and not disclose it except:

as required to deliver the services;
to professional advisers or contractors who are subject to appropriate confidentiality obligations;
with the other party’s permission; or
where disclosure is required by law.

Confidentiality obligations do not apply to information that is already publicly available through no breach of these Terms.

29. Data Protection

Each party must comply with applicable UK data-protection law in relation to personal data it processes.

Depending on the service, KOKIO may act as:

a controller of its own business and website data; or
a processor handling personal data on behalf of a Client.

Where required, appropriate data-processing terms may be entered into separately.

Further information about how KOKIO handles personal information should be provided in our Privacy Policy.

30. Cookies

The KOKIO website may use cookies and similar technologies.

Where consent is required by UK law, non-essential cookies should not be used on the basis of these Terms alone.

Users must instead be provided with appropriate information and a separate mechanism for controlling non-essential cookies.

Current ICO guidance expressly states that consent to storage and access technologies should be separate from terms and conditions and should involve a positive action by the user.

Further information should be provided in our Cookie Policy.

31. Email Marketing and Newsletters

Where a user subscribes to marketing communications or newsletters, marketing communications will be handled in accordance with applicable data-protection and electronic-marketing requirements.

Where consent is relied upon, it should be obtained separately from acceptance of these Terms.

Recipients may unsubscribe using the mechanism provided in relevant marketing communications.

32. Service Availability

KOKIO will use reasonable efforts to provide services in accordance with agreed requirements.

However, uninterrupted availability cannot be guaranteed where services rely upon telecommunications networks, software providers, marketplaces, hosting providers, couriers or other third parties.

Planned maintenance may also affect availability.

33. Deadlines and Delivery Dates

Any delivery dates stated by KOKIO are estimates unless expressly agreed as fixed contractual deadlines.

Delivery dates may change where:

the Client changes the scope;
Client approval is delayed;
information or materials are not supplied on time;
third-party suppliers are delayed;
technical problems arise; or
circumstances outside KOKIO’s reasonable control affect the project.

KOKIO will endeavour to keep the Client reasonably informed of significant delays.

34. Approval of Work

Where approval is required, the Client should review work carefully before approval.

Approval may include approval by email, written confirmation, publication, launch or another clearly communicated acceptance.

Once work has been approved, subsequent changes may be chargeable.

35. Suspension of Services

KOKIO may suspend all or part of a service where reasonably necessary because of:

overdue undisputed invoices;
security concerns;
suspected unlawful activity;
a material breach of these Terms;
misuse of services;
third-party platform restrictions;
risks to KOKIO’s infrastructure or other clients; or
circumstances outside KOKIO’s reasonable control.

Where reasonably practicable, we will notify the Client before suspension.

36. Termination

Either party may terminate services in accordance with the termination provisions contained in the relevant proposal, agreement or service plan.

Where no specific termination provisions have been agreed, either party may terminate an ongoing service by providing reasonable written notice.

Either party may terminate an agreement where the other party commits a material breach and, where the breach can be remedied, fails to remedy it within a reasonable period after being asked to do so.

KOKIO may terminate or suspend services immediately where continued provision would be unlawful or create a material security, financial or reputational risk.

37. Effect of Termination

Termination does not affect rights or liabilities that arose before termination.

The Client remains responsible for:

fees for services already supplied;
authorised third-party costs;
committed costs that cannot reasonably be cancelled; and
any other amounts properly due under the agreement.

Where appropriate and subject to payment of outstanding amounts, KOKIO will provide reasonable assistance with transferring relevant Client-owned assets or information.

Additional migration or handover work may be chargeable.

38. Cancellation

Project cancellation terms may be specified in the applicable quotation or agreement.

Where a Client cancels a project after work has started, KOKIO may charge for:

work completed;
time committed;
non-refundable third-party expenditure;
resources reasonably reserved for the project; and
other reasonable direct costs resulting from cancellation.

Any cancellation charge will be subject to applicable law.

UK guidance makes clear that contractual cancellation charges must be fair, and consumer cancellation rights cannot simply be removed through contractual wording.

39. Warranties

KOKIO will perform its services with reasonable care and skill.

Except where expressly agreed or required by law, KOKIO does not warrant that:

services will be uninterrupted;
third-party systems will remain available;
software will be completely free from defects;
every cybersecurity risk can be eliminated;
commercial targets will be achieved; or
marketing, search or marketplace services will produce particular financial outcomes.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

40. Limitation of Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so.

In particular, nothing excludes or limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any liability that cannot legally be excluded or restricted.

Subject to those exceptions and to any different terms agreed in writing, KOKIO will not be liable for indirect or consequential loss arising from a business-to-business agreement.

This may include loss of anticipated profit, opportunity or business where such loss is indirect or consequential.

Where appropriate, any overall contractual liability cap applicable to a particular service should be set out in the relevant proposal, service agreement or statement of work.

41. Client Indemnity

The Client will be responsible for losses, claims or liabilities reasonably incurred by KOKIO as a direct result of material supplied or instructions given by the Client that unlawfully infringe a third party’s rights, provided that KOKIO has acted within the Client’s instructions and has not itself caused the infringement.

This clause does not apply to the extent that the liability results from KOKIO’s own negligence or breach.

42. Force Majeure

Neither party will be responsible for delay or failure to perform obligations caused by circumstances beyond its reasonable control.

These may include:

natural disasters;
fire;
flood;
severe weather;
war;
terrorism;
civil unrest;
strikes;
major internet or telecommunications failure;
widespread cyber incidents;
government restrictions;
supply-chain disruption; or
failure of essential third-party infrastructure.

The affected party should take reasonable steps to minimise the effects of the event.

43. Website Use

You may use the KOKIO website only for lawful purposes.

You must not:

attempt unauthorised access to the website or its systems;
knowingly introduce malicious software;
interfere with website operation or security;
scrape or systematically extract website content without permission where such activity would be unlawful;
misuse contact forms; or
use the website for fraudulent or unlawful activity.

44. Website Content

We aim to keep information on the website reasonably accurate and current.

However, website content is provided for general information and may change.

Service descriptions, prices, features and availability may be updated from time to time.

Website content does not constitute a binding offer unless expressly stated.

45. Links to Other Websites

Our website may contain links to third-party websites.

These links are provided for convenience or information.

KOKIO does not control third-party websites and is not responsible for their content, availability, security or privacy practices.

46. Intellectual Property on the Website

Unless otherwise stated, the content and materials on the KOKIO website are owned by or licensed to KOKIO.

You may view and use the website for ordinary business and personal browsing purposes.

You may not reproduce, distribute, commercially exploit or republish substantial website content without permission unless permitted by law.

47. Complaints and Disputes

If a Client has a concern about our services, it should contact KOKIO as soon as reasonably possible so that we have an opportunity to investigate and resolve the matter.

The parties should attempt in good faith to resolve commercial disputes through direct discussion before beginning formal proceedings where appropriate.

Nothing in this clause prevents either party from seeking urgent legal relief where necessary.

48. Notices

Formal notices relating to an agreement should be sent using the contact details specified in the relevant proposal, service agreement or other correspondence.

Email may be used for normal project communication and contractual notices unless the applicable agreement provides otherwise.

49. Assignment

The Client may not transfer its rights or obligations under an agreement without KOKIO’s prior written consent, such consent not to be unreasonably withheld where appropriate.

KOKIO may use employees, contractors, group resources and specialist suppliers to perform parts of the services while remaining responsible for its own contractual obligations.

50. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be treated as modified to the minimum extent necessary or removed where modification is not possible.

The remaining provisions will continue in effect.

51. No Waiver

If either party does not immediately enforce a right under these Terms, that does not mean the right has been waived.

52. Entire Agreement

These Terms together with the applicable quotation, proposal, service agreement, statement of work and any documents expressly incorporated into them constitute the agreement between the parties regarding the relevant services.

The parties should not rely on statements that are not included in or incorporated into the applicable agreement.

Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

53. Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to an agreement between KOKIO and the Client does not have the right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

54. Changes to these Terms

KOKIO may update these Terms from time to time to reflect changes to:

our services;
our business operations;
technology;
legal requirements; or
regulatory guidance.

The latest version will be published on our website together with the date it was last updated.

Material changes affecting an existing contractual service will not retrospectively override separately agreed contractual rights unless agreed or permitted by law.

55. Governing Law and Jurisdiction

These Terms and any dispute or claim arising from them, including non-contractual disputes or claims, will be governed by the laws of England and Wales.

Where the Client is a business, the courts of England and Wales will have exclusive jurisdiction, unless otherwise agreed in writing.

Where mandatory consumer rights apply, nothing in these Terms removes any jurisdictional rights that the consumer is entitled to exercise under applicable law.