File Channels is a trading name of All In the Loop Limited[1] (“File Channels”) offers a cloud based interactive document & video sharing platform service (the “Service”) on a subscription basis. These terms apply to the use of the Service and to the receipt of any Additional Services.

If you choose to take out a Subscription to the Service or you request any Additional Services, and we agree to provide you with a Subscription or with the Additional Services (as applicable), such agreement forms a legally binding contract between you and us, subject to these terms.

It is therefore essential that you read and understand these terms before taking out a Subscription or requesting Additional Services. By making such a request you confirm that you have done so and that you agree to be bound by these terms.

 

  1. DEFINITIONS AND INTERPRETATION
    1. In these terms, including the introduction and the schedule, the following definitions shall apply unless the context otherwise requires:

Acceptable Use Policy

the acceptable use policy for the Service, as revised from time to time, accessible at www.filechannels.com[●] and set out in Schedule 2;

Additional Services

any services ordered which are in addition to those included within the Free Subscription (as described in Schedule 1;

Compatible Browser

the latest general release version of Chrome, Microsoft Edge, Firefox or Safari, in each case provided that the browser has no non-standard plug-ins and is configured in accordance with the default settings applicable to that browser, or any other configuration which may be specified as required in the Documentation or otherwise by File Channels to Subscriber from time to time;

Developments

any content that File Channels develops specifically for Subscriber;

Documentation

the user documentation which describes the Service and provides guidance as to the proper use of the same;

Fees

the Subscription Fee together with any other fees for Additional Services provided as described in Schedule 1;

Intellectual Property Rights

any and all intellectual property rights including patents, trade marks, copyright, rights in databases, domain names, know-how, look and feel, rights in confidential information and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with the right to apply for registration of and/or register such rights and any and all goodwill relating or attached to it and all extensions and renewals of it;

Order

an order placed by a Subscriber for a Subscription and/or Additional Services;

Subscriber

the entity which subscribes to the Service;

Subscriber Branding

Subscriber’s name, logo and any other trade mark or branding of Subscriber;

Subscriber Content

any content that Subscriber or a User uploads to the Service;

the Service

the cloud based subscription service offered by File Channels;

Subscription

a subscription entitling Subscriber to access and use the Service in accordance with these terms (subject to payment of the Subscription Fee), which includes access to the Documentation and the hosting of the Service, as described in more detail in clause 3;

Subscription Fee

the fee payable in consideration of the Subscription in accordance with the standard subscription charges (which is based on the number of Users and type of use), as varied from time to time;

File Channels 

File Channels Limited, a company incorporated and registered in England and Wales with company number [●], and whose registered office is at [●]; and

User

an individual person who accesses the Service as part of Subscriber’s Subscription.

  1. Headings are included for convenience only and shall not affect the construction or interpretation of these terms.
  2. Any reference to the singular shall include the plural and vice versa and any reference to one gender shall include all genders including the neuter gender. Any reference to a person shall, unless the context otherwise requires, include individuals, partnerships, companies and all other legal persons.
  3. The words include, includes, including and included and like words and expressions will be construed without limitation unless inconsistent with the context.
  4. Any reference to a notice or other communication being in writing shall be satisfied by that notice or communication being sent by email, provided this is permitted by and done in accordance with clause 15 where applicable.
  5. Any reference in these terms to law or to any statute, statutory instrument, directive, regulation, order or other enactment shall mean the same as shall be amended, enacted, replaced, extended, modified, consolidated or repealed from time to time.
  6. Working days shall be all days other than Saturdays, Sundays and public holidays in England and working hours shall be 9am to 5pm UK time on working days.
  1. PLACING ORDERS
    1. A prospective Subscriber wishing to order a Subscription to the Service, vary an existing Subscription (such as to add new Users or remove existing Users) or request Additional Services shall submit an Order to File Channels.
    2. Should File Channels be prepared to accept an Order it shall confirm its acceptance of the Order in writing to Subscriber and/or by granting Subscriber access to the Service and upon acceptance the Order shall become legally binding on both parties and the agreement shall be irrevocable except on its terms.
    3. Where a Subscriber submits an Order electronically and that Order is automatically processed and accepted by File Channels’ systems, File Channels shall be entitled in its discretion to revoke such acceptance within 14 days on written notice in which case the Order shall be cancelled.
  2. The Service
    1. A Subscription entitles Subscriber to the non-exclusive right to access and use the Service for its own business purposes during the term of the Subscription in accordance with these terms, and to allow Users to access it subject to clause 6.
    2. The Service is offered on a hosted basis and will be made available for Subscriber to connect to via the internet in accordance with these terms. A Subscription does not give Subscriber any right to a copy of the underlying software to install on its own systems or servers.
    3. File Channels may from time to time make changes to the Service, including to improve its functionality or usability, add new features, remove features it considers to be obsolete, fix errors or address feedback received from Subscribers. File Channels shall endeavour to minimise any disruption caused as a result of the implementation of such changes.
    4. It may be necessary from time to time for File Channels to disable part or all of the Service for maintenance purposes. Where such maintenance is likely to affect the functionality or accessibility of the Service, File Channels shall use reasonable endeavours to provide notice to Subscriber of any such maintenance and to perform it outside of working hours.
    5. The Subscription does not include back-up services but does include the right for Subscriber to export its data at any time during the term of the Subscription. File Channels strongly recommends that Subscriber performs regular exports of Subscriber Content during the term of the Subscription and retains them in a safe place and Subscriber agrees to do so. File Channels shall not be responsible for any losses caused as a result of Subscriber’s failure to comply with this clause 3.6.
    6. The Subscriber shall be fully responsible for any acts or omissions of any User or any other party accessing the Service using any User’s access credentials (whether or not with Subscriber’s permission), as if such acts or omissions were the acts or omissions of Subscriber. The Subscriber shall ensure that all Users are aware of the Acceptable Use Policy and all applicable terms in respect of use of the Service.
    7. The Subscriber shall use the Service only in accordance with these terms (including the Acceptable Use Policy) and procure that all Users do the same.
    8. The Subscriber shall immediately notify File Channels if it believes or suspects either that it may have breached these terms, that a User (or other person using a User's access credentials) may have failed to comply with the Acceptable Use Policy or that any User’s access credentials may have been compromised.
    9. File Channels shall be entitled to suspend access to the Service (or any part thereof) for any or all Users without liability to Subscriber immediately and without notice or to take such action as it may in its discretion think appropriate if it reasonably believes (a) not doing so may prejudice the security, integrity or operability of the Service or part of it, cause harm to another Subscriber or other third party or give rise to a claim against File Channels, (b) Subscriber or any of its Users have transmitted, uploaded or downloaded any content which contravenes the restrictions set out in the Acceptable Use Policy or (c) Subscriber is otherwise in breach of these terms. Promptly following such suspension File Channels shall notify Subscriber of the suspension, the reason for the suspension and what steps Subscriber can take so that the suspension can be brought to an end.
  3. fREE SERVICE
    1. If Subscriber registers for a free trial, File Channels File Channels will make the Service available to Subscriber on a trial basis free of charge until the earlier of:
      1. the end of the free trial period for which Subscriber registered to use the Service; or 
      2. the start date of any Additional Service subscriptions ordered by Subscriber; or 
      3. termination by File Channels in its sole discretion.
    2. Notwithstanding clause 9 (warranties) during the free trial the Service is provided “as-is” without any warranty and File Channels shall have no indemnification obligations nor liability of any type with respect to the Service for the free trial period unless such exclusion of liability is not enforceable under applicable law in which case File Channels’ liability with respect to the Service provided during the free trial shall not exceed £1,000.00. Without limiting the foregoing, File Channels does not represent or warrant to Subscriber that: 
      1. Subscriber’s use of the Service during the free trial period will meet Subscriber’s requirements; or
      2. Subscriber’s use of the Service during the free trial period will be uninterrupted, timely, secure or free from error; or
      3. usage data provided during the free trial period will be accurate.
  4. Additional Services
    1. Additional Services are not included within the Free Subscription but may be ordered separately as set out in Schedule 1. 
  5. UserS
    1. A separate User account must be registered for every individual User.
    2. User accounts are strictly to be used by the User to whom they are originally allocated and must in no circumstances be shared between users, reallocated or transferred to another individual. It is Subscriber’s responsibility to ensure that User accounts are used only by the User to whom they are originally allocated and Subscriber shall be strictly liable for any failure to comply with this clause 6.1, whether or not Subscriber’s consented to or was aware of such misuse.
    3. Save as otherwise authorised in writing, User accounts may only be issued to employees, consultants and/or agents of Subscriber.
    4. Without prejudice to its other rights or remedies, File Channels may suspend any User account at any time where it reasonably believes that the acts or omissions of such User has caused or is likely to cause Subscriber to breach these terms, that the User account has been used by multiple people or reallocated contrary to clause 6.1 or that the User is not a person who is eligible to use the Service as part of Subscriber’s Subscription.
    5. The Subscriber shall, and shall procure that each User shall, keep all access credentials for the Service confidential and secure.
    6. In no circumstances shall Subscriber permit any party other than a User to access the Service using its Subscription. Users shall be permitted access only to the extent that they are using the Service for Subscriber’s business purposes.
    7. In no circumstances shall Subscriber permit any party other than a User to access Service using its Subscription. 
    8. The Subscriber shall be fully responsible for any acts or omissions of any User or any other party accessing the Service using any User’s access credentials (whether or not with Subscriber’s permission), as if such acts or omissions were the acts or omissions of Subscriber. 
    9. The Subscriber shall ensure that all Users are aware of and abide by the Acceptable Use Policy and all applicable terms in respect of use of the Service.
    10. The Subscriber shall immediately notify if it believes or suspects either that it or any of Users may have breached these terms, that a User (or other person using a User’s access credentials) may have failed to comply with the Acceptable Use Policy or that any User’s access credentials may have been compromised.
    11. Where a User decides to terminate its own contract or relationship with Subscriber or the Agreement terminates:
      1. where Subscriber has authorised Users with administration rights to create and close its User accounts then Subscriber will close the relevant User(s) account(s) with immediate effect so relevant User(s) no longer has access to the Service via Subscriber’s Subscription; or
      2. where Subscriber does not have authorised users with administration rights to create and close its User accounts then Subscriber will immediately notify File Channels of the position so that File Channels can close the relevant User(s) account(s) so that User no longer has access to the Service via Subscriber’s Subscription.
    12. The Subscriber will not:
      1. make the Service available to anyone other than Subscriber or Users, or use the Service for the benefit of anyone other than Subscriber, unless expressly stated otherwise in an Order Form or the Documentation;
      2. sell, resell, license, sublicense, distribute, rent or lease the Service, or include the Service in a service bureau or outsourcing offering;
      3. use the Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
      4. use the Service to store or transmit malicious code;
      5. interfere with or disrupt the integrity or performance of the Service or third-party data contained therein;
      6. attempt to gain unauthorized access to the Service or its related systems or networks;
      7. permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, or use the Service to access, copy or use any of File Channels intellectual property;
      8. modify, copy, or create derivative works of the Service or any part, feature, function or user interface thereof;
      9. frame or mirror any part of the Service, other than framing on Subscriber's own intranets or otherwise for its own internal business purposes or as permitted in this Agreement;
      10. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Service to:
        1. build a competitive product or service;
        2. build a product or service using similar ideas, features, functions or graphics of the Service;
        3. copy any ideas, features, functions or graphics of the Service;
        4. determine whether the Services are within the scope of any patent.
  6. WARRANTIES
    1. File Channels warrants that the functionality of the Service will substantively conform to the Documentation. File Channels will use reasonable endeavours to ensure that the Service is available for the use of all Users during working hours.
    2. By the nature of the Service, File Channels cannot warrant that it will be entirely error free. However, File Channels shall use its reasonable endeavours to remedy any material error reported by Subscriber as soon as reasonably and commercially practicable following such report. In the event that Subscriber does experience issues with the Service it shall report the problem using the procedure set out in the Documentation, and Subscriber agrees that this clause 7.2 shall be its sole and exclusive remedy for any problems or deficiencies with the Service.
    3. To get the most of the Service experience, Users will need to access it via a Compatible Browser. The Service may be accessible via other web browsers, or via earlier versions or differently configured versions of the Compatible Browsers, but in these cases, functionality may be limited. File Channels gives no warranty as to the accessibility or functionality of the Service when it is being accessed other than via a Compatible Browser.
  7. INTELLECTUAL PROPERTY RIGHTS
    1. All rights, title and interest (including Intellectual Property Rights) in the Service belong to File Channels, and nothing in these terms shall operate to transfer any such rights to Subscriber.
    2. Subject to clause 8.3, Subscriber acknowledges that to the extent it acquires any rights in the Service it hereby assigns such rights absolutely (by way of present assignment of future rights) to File Channels. Where applicable Subscriber shall be entitled to use such parts of the Service or the Developments in accordance with its Subscription.
    3. The Subscriber shall retain all rights in Subscriber Branding and Subscriber Content. The Subscriber grants File Channels a non-exclusive royalty free licence to use such Subscriber Branding and Subscriber Content for the purposes of providing the Service and the Additional Services and, in the case of Subscriber Branding, in publicity material.
    4. File Channels warrants that use of the Service, the Documentation and/or any Developments in accordance with these terms and/or receipt of any Additional Services will not infringe any Intellectual Property Rights subsisting in the UK belonging to a third party.
    5. Without prejudice to clause 8.4, where File Channels becomes aware of any claim or potential claim that the Service, the Documentation or any Developments and/or receipt of any Additional Services infringes any Intellectual Property Rights of any third party, File Channels may at its option:
      1. suspend access to the Service (or the affected part), withdraw the Documentation or the Developments (or the affected part) and/or suspend the Additional Services (or the affected parts);
      2. modify the Service, the Documentation, the Developments and/or the Additional Services to remedy the infringement; and/or
      3. terminate Subscriber’s Subscription.
    6. Where access to the Service or any Developments, or the provision of the Additional Services, is suspended or terminated pursuant to clause 8.5 File Channels shall make a pro rata refund to Subscriber calculated by File Channels (acting reasonably) based on the proportion of the Service, the Developments or the Additional Services (as applicable) not received and the period over which it was not received.
  8. FEES
    1. The Subscription Fee shall be payable in accordance with Schedule 1.
    2. Additional Services shall be charged at File Channels’ standard rates set out in Schedule 1, as in effect from time to time. 
    3. Fees for Additional Services shall be invoiced in advance, save where charges are on a time worked basis, in which case they shall be invoiced by File Channels in arrears on an interim basis and at the conclusion.
    4. Where and to the extent that services are provided from any location other than File Channels’ own premises, Subscriber shall be responsible for all and any reasonable expenses incurred by File Channels in providing the Additional Services.
    5. All invoices for Additional Services and expenses are payable within 30 days of the date of the invoice.
    6. All Fees are exclusive of VAT which is chargeable in additional at the prevailing rate. VAT shall also be payable on expenses where applicable.
    7. File Channels shall be entitled to review the Subscription Fees from time to time. Should File Channels make any changes to the Subscription Fees these shall take effect from the next payment date following the revised fees coming into effect, provided that File Channels has notified Subscriber of the change not less than 14 days prior to such date.
    8. File Channels may suspend access to the Service or the provision of any of the Additional Services without liability if any amount due to it from Subscriber is not paid by the due date and may maintain such suspension until all outstanding sums due to File Channels from Subscriber have been paid. This does not affect the liability of Subscriber to pay for the Subscription and the Additional Services during any period of suspension.
    9. All amounts due to File Channels shall be paid by Subscriber to File Channels in full without any set-off, counterclaim, deduction or withholding.
  9. Termination
    1. The Agreement shall, unless otherwise terminated as provided in this clause 12 commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive Renewal Periods unless either party gives written notice to the other party of termination of not less than the Notice Period to expire at the end of the Initial Subscription Term or a Renewal Period.
    2. File Channels may terminate the Agreement at any time by giving not less than [6] months written notice to Subscriber.
    3. A party may by written notice to the other party suspend or terminate the Agreement with immediate effect if the other party: 
    4. File Channels may terminate the Subscription, or any agreement to provide Additional Services, immediately on written notice if Subscriber:
      1. commits an irremediable breach of any agreement between it and File Channels, persistently commits remediable breaches or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same;
      2. fails to pay any amount due to File Channels as it falls due (under any agreement); or
      3. makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere.
    5. In the event of termination of an agreement for any reason:
      1. except where expressly stated to the contrary in these terms, any Fees already paid shall be non-refundable;
      2. any amounts invoiced under the terminated agreement as at the date of termination shall become immediately due and payable;
      3. File Channels may invoice for any Additional Services provided up until the date of termination and any expenses incurred in respect of Additional Services, and those invoices shall be immediately due and payable;
      4. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and
      5. where the agreement terminated is the Subscription agreement:
        1. all Additional Services (and agreements for those Additional Services) shall also immediately terminate, unless otherwise agreed;
        2. Subscriber’s (and all Users’) access to the Service shall be withdrawn by File Channels and Subscriber shall not (and shall ensure that the Users do not) make any further attempt to access the Service; and
        3. File Channels shall be entitled to delete any Subscriber Content from its servers.
    6. The termination of an agreement shall not affect the continuation of any terms which are expressly or implicitly intended to survive termination, including clauses 1, 8, 10, 11, 11, 12, 15 and 16, or the continuation of any other agreements (except where clauses 10.5.5(a)  applies).
  1. CONFIDENTIALITY
    1. Each party undertakes that it shall keep the other party’s confidential information confidential and shall not at any time:
      1. use such information for any purpose other than to exercise its rights and perform its obligations under this agreement (or such other purposes as the other party may expressly authorise in writing from time to time); or
      2. disclose such information to any third party, except as otherwise permitted by this agreement or with the other party's prior written consent.
    2. For the purposes of this agreement, a party’s confidential information is any know-how, trade secret, documentation or information (whether commercial, financial, technical, operational or otherwise) relating to its business, affairs, operations, processes, intentions, Subscribers or suppliers and which is either marked as “confidential” or which the other party was or ought reasonably to be aware was of a confidential nature, save that this clause 11 shall not apply to any information that the receiving party can demonstrate:
      1. is in the public domain in substantially the same combination as that in which it was disclosed to the receiving party other than as a result of a breach of this agreement or any other obligations of confidentiality;
      2. is or was lawfully received from a third party not under an obligation of confidentiality with respect to it; or
      3. was developed independently of and without reference to confidential information disclosed by the other party.
    3. A party may disclose the other’s confidential information where and to the extent it is required to do so under operation of law, by court order or by any regulatory body of competent jurisdiction provided that, except where legally prohibited from doing so, it must:
      1. provide the other with at least ten (10) days’ written notice of its intention to make the disclosure, such notice specifying the confidential information concerned and the nature of the disclosure obligation;
      2. take into account the reasonable requests of the other party in relation to the content, nature and form of the disclosure.
    4. Each party shall be entitled to divulge the other party’s confidential information to its employees, agents, directors, officers, authorised sub-contractors, professional advisors and consultants who have a need to know the same in connection with this agreement, provided that the receiving party shall ensure that such persons are aware of, and shall procure that such persons comply with, these obligations as to confidentiality.
  2. DATA PROTECTION
    1. Each party agrees that, in the performance of its respective obligations under an agreement, it shall comply with the provisions of the General Data Protection Regulation (GDPR), together with the Data Protection Act 2018 and any other law applicable to the protection of personal data in effect from time to time (together, Data Protection Legislation), in each case to the extent it applies to each of them. Where used in this clause 11, the expressions data subject, personal data, personal data breach and process bear their respective meanings given in Data Protection Legislation.
    2. Supplier is expected to process personal data on Subscriber’s behalf for the purposes of performing the Services and otherwise fulfilling its obligations under the agreement. The types of personal data that Supplier is expected to process on Subscriber’s behalf include [name, address, email address, telephone number, information regarding trading and billing history, service and usage history, user IDs and passwords, answers to security questions (such as town/county of birth, mother’s maiden name, father’s name etc), employment history, job title, business address, department etc., employee number, business email addresses. business telephone/fax/mobile numbers, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, data concerning health or sex life and sexual orientation, genetic data, biometric data where processed to uniquely identify a person [other]] relating to [employees, Subscribers and potential Subscribers of Subscriber].
    3. Where Supplier processes personal data on Subscriber’s behalf under or in connection with an agreement, it shall do so only in accordance with the terms of the agreement and Subscriber’s documented instructions (unless otherwise required by law or a regulatory body in which case Supplier shall, where permitted, inform Subscriber of that legal requirement before processing).
    4. Subscriber warrants that:
      1. it shall only provide (or procure the provision of) personal data to Supplier where such personal data has been lawfully obtained and where Subscriber is lawfully entitled to provide (or procure the provision of) that personal data to Supplier for the intended purpose and means of processing; and
      2. any instructions given to Supplier in accordance with clause 12.3 shall be compliant with applicable Data Protection Legislation, be within the scope of Supplier’s obligations under this agreement and shall not (if properly performed) place either Supplier or Subscriber in breach of their respective obligations under Data Protection Legislation,

and Subscriber shall indemnify, keep indemnified and hold Supplier harmless against all claims, demands, penalties, fines, actions, costs, expenses, losses and damages suffered or incurred by or awarded against Supplier arising from or in connection with any breach by Subscriber of this clause 12.4.

  1. Where Supplier processes any personal data on Subscriber’s behalf under or in connection with an agreement it shall:
    1. other than as permitted by Chapter 5 of the GDPR, not transfer or allow the transfer of such personal data outside the United Kingdom or European Economic Area without Subscriber’s written consent;
    2. ensure that any persons authorised to process the personal data are subject to a duty of confidence in respect of such processing;
    3. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in compliance with the obligations imposed on Supplier by article 32 of the GDPR;
    4. notify Subscriber without undue delay on becoming aware of a personal data breach and cooperate with Subscriber to resolve such issue; and
    5. at Subscriber’s expense, provide such assistance as Subscriber may reasonably require to assist it to comply with its obligations to keep that personal data secure, allow it to inform a regulatory authority or data subject of a personal data breach, conduct a data protection impact assessment, consult with a regulatory authority regarding the relevant processing activities and/or respond to requests made by data subjects pursuant to Data Protection Legislation.
  2. Subscriber authorises Supplier to engage sub-processors from time to time provided that Supplier shall notify Subscriber of any intended changes concerning the addition or replacement of sub-processors and shall impose upon any sub-processor (and procure any sub-processor’s compliance with) the terms of this clause 12 as if the processing being carried out by the sub-processor was being carried out by Supplier (and Supplier shall be liable for the acts and omissions of such sub-processors as if they were Supplier’s own acts and omissions).
  3. From time to time during the term of an agreement Supplier shall (upon written request from Subscriber):
    1. provide details in writing of its data processing activities carried out on Subscriber’s behalf; and
    2. on reasonable notice allow Subscriber (or its appointed auditor) to audit its compliance with these terms, subject to any reasonable requirements or restrictions that Supplier may impose to safeguard the personal data it holds on behalf of other clients and/or avoid unreasonable disruption to Supplier’s business.
  4. Supplier shall process personal data on Subscriber’s behalf only during the term of an agreement (and following termination to the extent required to perform any post termination obligations). On the termination or expiry of any part of the Services or an agreement as a whole, Supplier shall either delete or return all personal data processed on Subscriber’s behalf in connection with the applicable Services and delete any copies (except to the extent retention is required by law or for record-keeping purposes).
  5. For the avoidance of doubt, nothing in this clause 12 or otherwise these terms relieves either party of its own direct responsibilities and liabilities under Data Protection Legislation.
  1. Liability
    1. The Subscriber shall indemnify and hold File Channels harmless from and against all costs, claims, damages, liabilities, loss and demands relating to or arising from or in connection with:
      1. any breach by a User of the Acceptable Use Policy; and/or
      2. any criminal or civil legal action brought against File Channels as a result of storage or transmission of information or material using the Service or otherwise as a result of the use of the Service, the Developments, the Documentation and/or the Additional Services by Subscriber or any User other than in accordance with the Documentation and as permitted by these terms.
    2. The express terms set out in this document are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
    3. Save as provided by clause 13.4 below:
      1. File Channels’ total aggregate liability in respect of all causes of action arising out of or in connection with a Subscription or agreement to provide Additional Services (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed [the greater of (a) £1,000 and (b) a sum equivalent to six months’ Fees in relation to all Subscriptions and Additional Services as at the date that the first such cause of action arose];
      2. File Channels shall not be liable for any claim arising out of or in connection with a Subscription or agreement to provide Additional Services to the extent that it relates to loss of profits, goodwill, business opportunity or anticipated savings, loss of data, injury to reputation, wasted management time or indirect, consequential or special loss or damage regardless of the form of action (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) and regardless of whether File Channels knew or had reason to know of the possibility of the loss or damage in question; and
      3. File Channels shall not be liable for any delay in or failure to comply with its obligations to the extent that it results from the actions or omissions of Subscriber.
    4. Nothing in these terms shall limit or exclude File Channels’ liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, and/or for any other loss or damage the exclusion or limitation of which is prohibited by English law.
  2. FORCE MAJEURE
    1. File Channels shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (a Force Majeure Event).
    2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond File Channels’ reasonable control and includes in particular (without limitation), terrorist attack or threat of terrorist attack, war, threat or preparation for war, fire, malicious damage, epidemic or pandemic, storm (including lightning strike), flood, or other natural disaster or adverse weather, industrial action or other shortage of available staff, impossibility of the use of telecommunications networks, or interruption or failure of utility service, malicious activity against File Channels’ computer systems such as computer virus or denial of service attack, other illegal or unlawful actions of third parties, acts or omissions of other Subscribers and/or their users or non-performance by suppliers, subcontractors or agents and the acts, decrees, legislation, regulations, policy or restrictions of any government or public authority.
    3. Where the Force Majeure Event affects the Service or the Developments Subscriber accepts that access to the Service or the Developments (as applicable) may be unavailable or restricted during the continuance of the Force Majeure Event. Where the Force Majeure Event affects Additional Services, Subscriber’s right to receive such Additional Services is deemed to be suspended for the period that the Force Majeure Event continues, and File Channels shall have an extension of time for performance for the duration of that period. File Channels shall use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations may be performed despite the Force Majeure Event.
  3. NOTICES
    1. Each notice given under or in relation to an agreement governed by these terms must be in writing, must clearly state the full corporate name of Subscriber and must be either delivered by hand or sent by pre-paid first class post to the recipient’s nominated address, or sent by email to the recipient’s nominated email address.
    2. File Channels’ nominated address for notices is File Channels Limited, [address], and its nominated email address is [email address]. The communication must be marked for the attention of [contact name], [contact position]. 
    3. The Subscriber’s nominated postal address and email address for notices shall be deemed to be as set out in the most recent Order submitted to and accepted by File Channels.
    4. Each party may update its nominated contact details by notice to the other from time to time.
    5. A notice shall be deemed to have been received (a) in the case of a delivery made in person, when delivered, (b) in the case of first class post, two working days after posting, or (c) in the case of email, at the time of sending if between 9am and 4:30pm on a working day, at 9am on that day if sent before 9am on a working day or otherwise at 9am on the next working day (provided in each case that no email delivery failure notification is received).
    6. This clause 15 does not apply to the service of legal proceedings or other documents in any legal action.
  4. GENERAL
    1. These terms document the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, written or oral, relating to its subject matter. Each party acknowledges and accepts that, in entering into an agreement subject to these terms it has not relied upon any representation, undertaking or promise except as set out in these terms.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms. 
    3. The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to an agreement does not constitute and shall not be construed as a waiver of such term or right, remedy, power or privilege and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
    4. The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to an agreement shall not in any way affect the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.
    5. The Subscriber may not assign, transfer, sub-contract or otherwise part with its Subscription or an agreement for Additional Services or any right or obligation under it without File Channels’ prior written consent.
    6. File Channels may amend these terms from time to time by notice to Subscriber. The revised terms shall take effect on such date as File Channels may nominate, provided that such date must not be less than 30 days from the date of the notice save where the change is required by law to take place earlier.
    7. Nothing in these terms shall confer any rights upon any person who is not a party to the agreement, whether under the Contracts (Rights of Third Parties) Act 1999.
    8. Any agreement entered into pursuant to these terms (including any associated non-contractual disputes or claims) is governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts in relation to any dispute arising under or in connection with such an agreement


 

  1.  

LICENCE LIMITATIONS

 

Free Licence limitations

 

Subscription Fees and Limitations for Additional Services


 

  1.  

ACCEPTABLE USE POLICY

This Acceptable Use Policy has been designed to protect File Channels and to ensure that it remains functional, accessible and secure for all customers and their users. You must strictly comply with this Acceptable Use Policy, both in letter and in spirit. If you are unsure as to whether any particular use of File Channels is permitted, please contact us for clarification.

  1. This Acceptable Use Policy applies to all users of Construct Express. A reference in this Acceptable Use Policy to “you” is to any user.
  1. You must use Construct Express:
    1. in accordance with our terms and conditions and this Acceptable Use Policy;
    2. in good faith; and
    3. in the manner in which is intended.
  2. You must not use File Channels in a manner that:
    1. breaches any applicable local, national or international law or regulation;
    2. has the purpose of harming or attempting to harm any individual, company or other body in any way, or may in fact have such effect;
    3. may damage our reputation, that of Construct Express, or the reputation of any customer or user; and/or
    4. is unlawful or fraudulent or has any immoral or improper purpose.
  3. You may not upload, download, use or re-use any material which:
    1. is inaccurate or expresses an opinion which is not genuinely held;
    2. contains any material which is defamatory or derogatory of any person or is obscene, offensive, hateful or inflammatory;
    3. promotes sexually explicit material, violence, any illegal activity or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
    4. infringes the intellectual property rights or other rights of any person;
    5. is likely to deceive any person;
    6. is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; and/or
    7. advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse.
  4. You must not:
    1. access without authority, interfere with, damage or disrupt any part of Construct Express, any equipment or network on which File Channels is stored, any software used in the provision of File Channels or any third party equipment, network or software;
    2. use or attempt to use File Channels to access any computer, system, data or network in an unauthorised manner; or
    3. impersonate any person or misrepresent your identity or affiliation with any person.
  5. You must not:
    1. copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of Construct Express, integrate or merge it with any other software, or reduce it to a human-perceivable form, or otherwise attempt to derive the source code; or
    2. deal in File Channels or use it in a commercial deployment or as part of a service, offering or other undertaking for which you charge a fee.
    3. use automated scripts to collect information from or otherwise interact with the Cloud Service or a Subscriber Website;
    4. reproduce, duplicate, copy or re-sell any part of the Cloud Service or a Subscriber Website (other than your own content) except as permitted by the terms;
    5. impersonate any person or misrepresent your identity or affiliation with any person;
    6. access without authority, interfere with, damage or disrupt:
      1. any part of the Cloud Service or a Subscriber Website;
      2. any equipment or network on which the Service or a Subscriber Website is stored; 
      3. any software used in the provision of the Cloud Service or a Subscriber Website; or 
      4. any equipment or network or software owned or used by any third party;
    7. attempt to circumvent any security measure or other restriction; and
    8. transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or to attack the Cloud Service or a Subscriber Website via a denial-of-service attack or a distributed denial-of service attack.
  6. You must not attempt to circumvent any security measure or other restriction or transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or to attack File Channels via a denial-of-service attack or a distributed denial-of service attack.
  7. You must let us know if you become aware of anything which concerns you regarding Construct Express, including any security issues or any breach or potential breach of terms or this Acceptable Use Policy by you or any other person.

 


 

  1.  

WEBSITE PRIVACY NOTICE

We are committed to respecting your privacy. This notice is to explain how we may use personal information we collect when you use our website or otherwise contact us (such as by phone or email).

References to we, us or our in this privacy notice are to File Channels, which is a trading name of All In The Loop Limited Company number 08935537 with its Registered Office at Boundary Works Chelford Road, Ollerton, Knutsford, Cheshire, WA16 8TA.

 

  1. PERSONAL INFORMATION
  2. In common with most websites, our website logs various information about visitors, including internet protocol (IP) addresses, browser type, internet service provider (ISP) information, referring / exit pages and date / time stamp.
  3. We also use “cookies” to keep track of your visit and give you a better browsing experience. For more information about the cookies we use, see our cookies notice.
  4. If you use the contact form on our website to contact us, or contact us in any other way, you will need to provide us with certain information about you, such as your name, the company you are associated with, your address, email address and phone number, so that we can respond to your request. Depending on the nature of your request, you may also provide us with other personal data about you.
  5. USES MADE OF THE INFORMATION
  6. We are committed to protecting your privacy and will only use your personal information in accordance with applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.
  7. Specifically, we may use your personal information to:
    • respond to any enquiry that you make (on the basis that by making that enquiry you have specifically consented to us responding);
    • keep you up-to-date with news and update which we believe may be of interest to you (either where you have specifically consented to us doing so or, where permitted by law, on the basis that it is in our legitimate interests to promote our business and services); and
    • ensure that our website is presented in the most effective manner for you and your computer and track your use of our website through the use of cookies and log files (on the basis that it is in our legitimate interests to provide a positive user experience and improve and increase usage of our website).
  8. Where you have given us your consent to use your personal information in a particular manner, you have the right to withdraw this consent at any time, which you may do by contacting us as described in paragraph 9. Please note however that the withdrawal of your consent will not affect any use of your personal information made before you withdrew your consent.
  9. CIRCUMSTANCES IN WHICH WE MAY SHARE YOUR PERSONAL INFORMATION
  10. We may share your personal information with providers of outsourced services, such as hosting and IT support or maintenance services (to the extent necessary for the provider to provide those outsourced services to us) or the prospective seller or buyer of any business or assets in the event that we sell or buy any business or assets.
  11. We may also share your personal information with third parties if we are under a duty to share your personal information in order to comply with any legal obligation, or in order to enforce or apply such terms as apply to our relationship, or to protect the rights, property, or safety of ourselves or any person.
  12. TRANSFERRING YOUR PERSONAL INFORMATION INTERNATIONALLY
  13. In certain cases, the sharing of your personal information to a third party as described above may involve your personal information being transferred outside of the United Kingdom. This may be to:
    • a country that is considered to have data protection rules that are equivalent to those in the United Kingdom; or
    • a country which is not considered to have the same standards of protection for personal data as those in the United Kingdom, in which case we will take all steps required by law to ensure sufficient protections are in place to safeguard your personal information, including where appropriate putting in place contractual terms approved under the Data Protection Act 2018.
  14. RETENTION, UPDATING AND REMOVAL OF YOUR PERSONAL INFORMATION
  15. Where you provide us with personal information, we may retain this information for future use, including:
    • dealing with any follow-up to your enquiry;
    • providing you with news and updates of a type you have asked to receive or that we believe may be of interest to you;
    • analysis of general website usage patterns; and
    • record keeping purposes.
  16. The duration for which we retain your personal information will differ depending on the type of information and the reason why we collected it from you. However, in some cases personal information may be retained on a long-term basis: for example, personal information that we need to retain for legal purposes will normally be retained for at least six years in accordance with usual commercial practice and regulatory requirements.
  17. It is important to ensure that the personal information we hold about you is accurate and up-to-date, and you should let us know if anything changes, for example if you change your contact details. Alternatively, you can contact us using the details in paragraph 9.
  18. If you want to stop receiving any information from us, such as news and updates, please let us know by contacting us using the details in paragraph 9. It may take up to one month to unsubscribe you from marketing.
  19. Your decision to stop receiving information from us may result in the deletion of some of the personal information that we hold about you, but we may still retain personal information we require for other purposes, including where it is required for record keeping purposes.
  20. In certain circumstances you may be entitled to request the erasure of personal information that we hold about you. To make a request of this nature, please contact us, providing full details of the personal information you want to be erased and the reason(s) for your request. We will consider all requests upon receipt and confirm to you whether we are able to agree to your request.
  21. SECURITY
  22. The protection of your personal information is very important to us and we have in place various security measures to ensure that your personal information is kept secure.
  23. However, you should be aware that the method you use to get in contact with us, such as email, may not be entirely secure and your personal information may be susceptible to being intercepted in transit. Equally, your personal information is at risk if a malicious third-party gains access to any place where your personal information is stored, such as your email account.
  24. You should therefore take all reasonable steps to keep your personal information secure, including choosing a secure password for your email account and not disclosing your passwords to anybody else. You should use a unique password for every account.
  25. ENQUIRIES, ISSUES AND COMPLAINTS
  26. You are entitled by law to ask for a copy of your personal information at any time. Please contact us using the details in paragraph 9.
  27. In the unlikely event that you have any concerns about how we use your personal information, please contact us as described in paragraph 9. This includes situations where you want to request the rectification or erasure of your personal information, restrictions to be placed around how we use your personal information, or to object to a particular use.
  28. If you make a complaint about our handling of your personal information, it will be dealt with in accordance with our data protection policy and you will receive a response within one month of making your complaint.
  29. If we are unable to resolve your complaint, you may make a complaint to the Information Commissioner’s Office. Please see https://ico.org.uk/make-a-complaint/ for more information.
  30. CHANGES TO THIS PRIVACY NOTICE
  31. We reserve the right to alter this privacy notice at any time. Such alterations will be posted on our website. Should you object to any alteration, please contact us.
  32. CONTACTING US
  33. If you need to contact us about this notice or any matters relating to the personal information, we hold on you, please email [……].
  34. FURTHER INFORMATION
  35. We hope that the contents of this privacy notice address any queries that you may have about the personal information we may hold about you and what we may do with it. However, if you do have any further queries, comments or requests, please contact us as described in paragraph 9 above.
  36. Whilst this privacy notice sets out a general summary of your legal rights in respect of personal information, this is a very complex area of law. More information about your legal rights can be found on the Information Commissioner’s website at https://ico.org.uk/your-data-matters/.

 


[1] All In The Loop Limited Company number 08935537 with its Registered Office at Boundary Works Chelford Road, Ollerton, Knutsford, Cheshire, WA16 8TA