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Terms of Service

Terms of Service

Please read these Terms and Conditions carefully. All contracts that File Sanctuary may enter into from time to time for the provision of File Sanctuary’s services shall be governed by these Terms and Conditions, and File Sanctuary will ask the Customer for the Customer’s express electronic or written acceptance of these Terms and Conditions before providing any such services to the Customer.

Effective Date: August 8, 2018

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

Business Day” means any weekday other than a bank or public holiday in England;

Business Hours” means the hours of 10:00 to 18:00 GMT/BST on a Business Day;

Charges” means the following amounts:

(a) the amounts specified in the Customer Portal order checkout process; and

(b) such amounts as may be agreed by the parties in writing, orally, or otherwise, from time to time;

Cloud Account” means an online account enabling a person to configure and manage the Cloud Servers;

Cloud Platform” means the platform managed by File Sanctuary and used by File Sanctuary to provide Cloud Servers, including the application, database, system and server software used to provide the Cloud Servers, and the computer hardware on which that application, database, system and server software is installed;

Cloud Server” means a virtual machine (a Xen domain), as specified in the Customer Portal order checkout process which will be made available by File Sanctuary to the Customer as a service via the internet in accordance with these Terms and Conditions;

Confidential Information” means File Sanctuary Confidential Information and the Customer Confidential Information;

Contract” means a contract made under these Terms and Conditions between File Sanctuary and the Customer;

Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);

Customer” means the person or entity identified as such in Section 1 of the Services Order Form;

Customer Confidential Information” means:

(a) any information disclosed by or on behalf of the Customer to File Sanctuary during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been understood by File Sanctuary (acting reasonably) to be confidential;

Customer Indemnity Event” has the meaning given to it in Clause 12.3;

Customer Personal Data” means any Personal Data that is processed by File Sanctuary on behalf of the Customer in relation to the Contract, but excluding Customer Portal account data with respect to which File Sanctuary is a data controller;

Customer Personal Data” means the customer account management and billing portal available at https://customers.filesanctuary.net;

Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

Effective Date” means, following the Customer completing the Customer Portal order checkout process on File Sanctuary’s website, the date upon which File Sanctuary sends to the Customer an order confirmation;

File Sanctuary” means File Sanctuary Ltd, a company incorporated in England and Wales (registration number 08505497) having its registered office at Boho One, Bridge Street West, Middlesbrough, TS2 1AE, United Kingdom;

File Sanctuary Confidential Information” means:

(a) any information disclosed by or on behalf of File Sanctuary to the Customer at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential;

File Sanctuary Indemnity Event” has the meaning given to it in Clause 12.1;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Hosted Data” means all data, works and materials: uploaded to or stored on the Hosting Platform by the Customer, or by any third party using any software made available by means of the Hosting Platform; transmitted by the Hosting Platform at the instigation of the Customer, or at the instigation of any third party using any software made available by means of the Hosting Platform; or supplied by the Customer to File Sanctuary for uploading to, transmission by or storage on the Hosting Platform;

Hosting Account” means an online account enabling a person to configure and manage the Hosting Services;

Hosting Platform” means the platform managed by File Sanctuary and used by File Sanctuary to provide the Hosting Services, including the application, database, system and server software used to provide the Hosting Services, and the computer hardware on which that application, database, system and server software is installed;

Hosting Services” means those web hosting services specified in the Customer Portal order checkout process which will be made available by File Sanctuary to the Customer as a service via the internet in accordance with these Terms and Conditions;

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Minimum Term” means, in respect of the Contract, the period of 1 months beginning on the Effective Date;

Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;

Services Order Form” means the Customer Portal order checkout process published by File Sanctuary and completed by the Customer, incorporating these Terms and Conditions by reference;

Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and

Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, the Schedules and the Services Order Form, including any amendments to that documentation from time to time.

2. Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force indefinitely, subject to termination in accordance with Clause 15.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Cloud and Hosting Services

3.1 If the Customer has ordered Hosting Services, the Hosting Platforms will automatically generate a Hosting Account for the Customer on the Effective Date and will provide to the Customer login details for that Hosting Account.

3.2 If the Customer has ordered Hosting Services, File Sanctuary hereby grants to the Customer a right to use the Hosting Services during the Term.

3.3 The Customer shall use reasonable endeavours, including reasonable security measures relating to Hosting Account access details, to ensure that no unauthorised person may gain access to the Hosting Account or any element of the Hosting Services that is accessible using the Hosting Account.

3.4 The Customer shall have no administrative access or administration rights in relation to the Hosting Platform, save to the extent that File Sanctuary has expressly agreed otherwise in writing.

3.5 If the Customer has ordered Cloud Servers, the Cloud Platforms will automatically generate a Cloud Account for the Customer on the Effective Date and will provide to the Customer login details for that Cloud Account.

3.6 If the Customer has ordered Cloud Services, File Sanctuary hereby grants to the Customer a right to use the Cloud Services during the Term.

3.7 The Customer shall use reasonable endeavours, including reasonable security measures relating to Cloud Account access details, to ensure that no unauthorised person may gain access to the Cloud Account or any element of the Cloud Servers.

3.8 The Customer shall have no administrative access or administration rights in relation to the Cloud Platform, save to the extent that File Sanctuary has expressly agreed otherwise in writing. The customer will however be granted full administration access and rights to the operating system inside their Cloud Servers.

3.9 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Cloud Services and Hosting Services.

3.10 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Cloud Servers and Hosting Services comply with Schedule 1 (Acceptable Use Policy).

3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Cloud Platform or Hosting Platform, either during or after the Term.

3.12 File Sanctuary may suspend the provision of the Cloud Servers or Hosting Services if any amount due to be paid by the Customer to File Sanctuary under the Contract is overdue, and File Sanctuary has given to the Customer at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Hosting Services on this basis.

4. Customer obligations

4.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to File Sanctuary, or procure for File Sanctuary, such:

(a) co-operation, support and advice;

(b) information and documentation; and

(c) governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable File Sanctuary to perform its obligations under the Contract.

4.2 The Customer must provide to File Sanctuary, or procure for File Sanctuary, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by File Sanctuary to enable File Sanctuary to perform its obligations under the Contract.

5. Hosted Data

5.1 The Customer hereby grants to File Sanctuary a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Hosted Data to the extent reasonably required for the performance of File Sanctuary’s obligations and the exercise of File Sanctuary’s rights under the Contract, together with the right to sub-license these rights to its own connectivity and telecommunications service providers to the extent reasonably required for the performance of File Sanctuary’s obligations and the exercise of File Sanctuary’s rights under the Contract.

5.2 The Customer warrants to File Sanctuary that the Hosted Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5.3 If File Sanctuary reasonably suspects that any element of the Hosted Data breaches Clause 5.2, or breaches any provision of Schedule 1 (Acceptable Use Policy), File Sanctuary may edit or delete the relevant Hosted Data to the extent reasonably necessary to ensure that it no longer breaches that provision.

5.4 Save to the extent expressly provided otherwise in these Terms and Conditions, the Customer shall be responsible for creating and maintaining back-ups of the Hosted Data and any other relevant data relating to the Hosting Services, and if necessary for restoring such data to the Hosting Platform.

5.5 Upon the date of effective termination of the Contract, File Sanctuary shall make available to the Customer for download an electronic copy of the Hosted Data (as constituted upon that date), if requested by the Customer. File Sanctuary shall however have no obligations under this Clause 5.7 to make available such Hosted Data if any amounts payable by the Customer to File Sanctuary under the Contract are due but unpaid upon that date. The Customer acknowledges that whilst File Sanctuary may delete the Hosted Data from its computer systems following termination, File Sanctuary may also retain such Hosted Data after termination for legal compliance and/or technical reasons, subject in each case to the other provisions of the Contract.

6. No assignment of Intellectual Property Rights

6.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from File Sanctuary to the Customer, or from the Customer to File Sanctuary.

7. Charges

7.1 The Customer shall pay the Charges to File Sanctuary in accordance with these Terms and Conditions.

7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to File Sanctuary.

7.3 File Sanctuary may elect to vary any element of the Charges by giving to the Customer not less than 30 days written notice of the variation.

8. Payments

8.1 File Sanctuary shall issue invoices for the Charges to the Customer from time to time during the Term.

8.2 The Customer must pay the Charges to File Sanctuary within the period of 7 days following the issue of an invoice in accordance with this Clause 8.

8.3 The Customer must pay the Charges by debit card or credit card (using such payment details as are notified by File Sanctuary to the Customer from time to time).

8.4 If the Customer does not pay any amount properly due to File Sanctuary under these Terms and Conditions, File Sanctuary may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9. Confidentiality obligations

9.1 File Sanctuary must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as File Sanctuary uses to protect File Sanctuary’s own confidential information of a similar nature, being at least a reasonable degree of care; and

(d) act in good faith at all times in relation to the Customer Confidential Information.

9.2 The Customer must:

(a) keep File Sanctuary Confidential Information strictly confidential;

(b) not disclose File Sanctuary Confidential Information to any person without File Sanctuary’s prior written consent;

(c) use the same degree of care to protect the confidentiality of File Sanctuary Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care; and

(d) act in good faith at all times in relation to File Sanctuary Confidential Information.

9.3 Notwithstanding Clauses 9.1 and 9.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

9.4 No obligations are imposed by this Clause 9 with respect to a party’s Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

9.5 The restrictions in this Clause 9 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

9.6 Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.

9.7 Following the termination of the Contract, and within 30 days following the date of receipt of a written request from the other party, the relevant party must destroy or return to the other party (at the other party’s option) all media containing the other party’s Confidential Information, and must irrevocably delete the other party’s Confidential Information from its computer systems.

9.8 The provisions of this Clause 9 shall continue in force indefinitely following the termination of the Contract.

10. Data protection

10.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

10.2 The Customer warrants to File Sanctuary that it has the legal right to disclose all Personal Data that it does in fact disclose to File Sanctuary under or in connection with the Contract.

10.3 The Customer shall only supply to File Sanctuary, and File Sanctuary shall only process, in each case under or in relation to the Contract, the Personal Data of Data Subject categories and types explicitly notified to File Sanctuary in a Data Processing Agreement; and File Sanctuary shall only process the Customer Personal Data for the following purposes: to provide hosting and cloud services to the Customer, and to provide support to the Customer relating to these hosting and cloud services.

10.4 File Sanctuary shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 10.

10.5 File Sanctuary shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

10.6 File Sanctuary shall promptly inform the Customer if, in the opinion of File Sanctuary, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

10.7 Notwithstanding any other provision of these Terms and Conditions, File Sanctuary may process the Customer Personal Data if and to the extent that File Sanctuary is required to do so by applicable law. In such a case, File Sanctuary shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.

10.8 File Sanctuary shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

10.9 File Sanctuary and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including the measures specified in the information security policy of File Sanctuary (as it may be updated by File Sanctuary from time to time).

10.10 File Sanctuary must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, File Sanctuary shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Contract on 7 days written notice to File Sanctuary, providing that such notice must be given within the period of 7 days following the date that File Sanctuary informed the Customer of the intended changes. File Sanctuary shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on File Sanctuary by this Clause 10.

10.11 As at the Effective Date, File Sanctuary is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, third parties within the following categories: datacentre providers, transit network providers.

10.12 File Sanctuary shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

10.13 File Sanctuary shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. File Sanctuary may charge the Customer at its standard time-based charging rates for any work performed by File Sanctuary at the request of the Customer pursuant to this Clause 10.13.

10.14 File Sanctuary shall make available to the Customer all information necessary to demonstrate the compliance of File Sanctuary with its obligations under this Clause 10 and the Data Protection Laws.

10.15 File Sanctuary shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

10.16 File Sanctuary shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of File Sanctuary’s processing of Customer Personal Data with the Data Protection Laws and this Clause 10. File Sanctuary may charge the Customer at its standard time-based charging rates for any work performed by File Sanctuary at the request of the Customer pursuant to this Clause 10.16.

10.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

11. Warranties

11.1 File Sanctuary warrants to the Customer that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

11.2 The Customer warrants to File Sanctuary that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

11.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

12. Indemnities

12.1 The Customer shall indemnify and shall keep indemnified File Sanctuary against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by File Sanctuary and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions(a “Customer Indemnity Event”).

13. Limitations and exclusions of liability

13.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 13.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

13.3 File Sanctuary shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

13.4 File Sanctuary shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

13.5 File Sanctuary shall not be liable to the Customer in respect of any loss of revenue or income.

13.6 File Sanctuary shall not be liable to the Customer in respect of any loss of use or production.

13.7 File Sanctuary shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

13.8 File Sanctuary shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.

13.9 File Sanctuary shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

13.10 The liability of File Sanctuary to the Customer under the Contract in respect of any event or series of related events shall not exceed the greater of:

(a) £100; and

(b) the total amount paid and payable by the Customer to File Sanctuary under the Contract in the 3 month period preceding the commencement of the event or events.

13.11 The aggregate liability of File Sanctuary to the Customer under the Contract shall not exceed the greater of:

(a) £100; and

(b) the total amount paid and payable by the Customer to File Sanctuary in the 12 month period under the Contract.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

14.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

14.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15. Termination

15.1 Either party may terminate the Contract by giving to the other party not less than 30 days’ written notice of termination.

15.2 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach, and the breach is not remediable;

(b) the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Contract (irrespective of whether such breaches collectively constitute a material breach).

15.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

15.4 File Sanctuary may terminate the Contract immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to File Sanctuary under the Contract is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) File Sanctuary has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 15.4.

16. Effects of termination

16.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 5.5, 8.2, 8.4, 9, 10.1, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15, 10.16, 10.17, 12, 13, 16, 19, 20, 21, 22, 23.1, 23.2, 24, 25 and 26.

16.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Contract shall not affect the accrued rights of either party.

16.3 Within 30 days following the termination of the Contract for any reason:

(a) the Customer must pay to File Sanctuary any Charges in respect of Hosting Services provided to the Customer before the termination of the Contract

without prejudice to the parties’ other legal rights.

17. Notices

17.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Clause 17.2 and Section 6 of the Services Order Form):

(a) Using File Sanctuary’s preferred method, the support ticket system, either in the customer portal at https://www.filesanctuary.net/help or by emailing yourfriends@filesanctuary.net and receiving a ticket ID from the support ticket system in response;

(b) delivered personally or sent by courier, in which case the notice shall be deemed to be received within 7 days; or

(c) sent by recorded signed-for post, in which case the notice shall be deemed to be received 7 days following posting,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

17.2 File Sanctuary’s contact details for notices under this Clause 17 are as follows: https://www.filesanctuary.net/help and yourfriends@filesanctuary.net.

17.3 The addressee and contact details set out in Clause 17.2 and Section 6 of the Services Order Form may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 17.

18. Subcontracting

18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, File Sanctuary may subcontract any of its obligations under the Contract.

18.2 File Sanctuary shall remain responsible to the Customer for the performance of any subcontracted obligations.

19. Assignment

19.1 The Customer hereby agrees that File Sanctuary may assign, transfer or otherwise deal with File Sanctuary’s contractual rights and obligations under these Terms and Conditions.

19.2 File Sanctuary hereby agrees that the Customer may assign, transfer or otherwise deal with the Customer’s contractual rights and obligations under these Terms and Conditions.

20. No waivers

20.1 No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.

20.2 No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Contract.

21. Severability

21.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22. Third party rights

22.1 The Contract is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

22.2 The exercise of the parties’ rights under the Contract is not subject to the consent of any third party.

23. Variation

23.1 The Contract may not be varied except in accordance with this Clause 23.

23.2 The Contract may be varied by means of a written document signed by or on behalf of each party, or alternatively, by means of File Sanctuary updating the Terms of Service displayed at https://www.filesanctuary.net/terms.

23.3 File Sanctuary may vary the Contract by giving to the Customer at least 30 days’ written or electronic notice of the proposed variation, providing that if File Sanctuary gives to the Customer a notice under this Clause 23.3, the Customer shall have the right to terminate the Contract by giving written notice of termination to File Sanctuary at any time during the period of 14 days following receipt of File Sanctuary’s notice.

24. Entire agreement

24.1 The main body of these Terms and Conditions, the Schedules and the Services Order Form shall constitute the entire agreement between the parties in relation to the subject matter of the Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

24.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.

24.3 The provisions of this Clause 24 are subject to Clause 13.1.

25. Law and jurisdiction

25.1 These Terms and Conditions shall be governed by and construed in accordance with English law.

25.2 Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of England.

26. Interpretation

26.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

26.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

26.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

26.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Additional relevant terms and conditions