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.

DEFINITIONS AND INTERPRETATION

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.

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.

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.

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.

ADDITIONAL SERVICES

1. Additional Services are not included within the Free Subscription but may be ordered separately as set out in Schedule 1.

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. 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.

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.

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.

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.

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).