Terms and Conditions

ONEIS Ltd provides a hosted information management service available to customers on payment of a subscription. ONEIS Ltd provides support and consultancy services as described on their website www.oneis.co.uk.

By creating or using a ONEIS account you agree to be bound by the terms and conditions contained in the Agreement set out below:

THE AGREEMENT is made between You (the ‘Customer’) and ONEIS Ltd (whose registered office is at Unit C, 1st floor, Emperor House, Dragonfly Place, London SE4 2FL, registration number 6533017) (the ‘Supplier’).

THE CUSTOMER and THE SUPPLIER AGREE as follows:

1. DEFINITIONS & INTERPRETATION

In this Agreement:

“Archive” means a copy of the entire data stored by the Customer using the Services in computer readable form;

“Charges” means the charges to be paid by the Customer for the Services in accordance with Clause 3;

“Content” means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Services by the Customer;

“Downtime” means any service interruption of one minute or more, on the Supplier’s system excluding scheduled maintenance work;

“IP Rights” patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;

“Service” means the services provided to the Customer by the Supplier.

2. CUSTOMER OBLIGATIONS

2.1 The Customer is responsible for all Content supplied to and stored with the Supplier and for all transmissions of Content by the Customer to the Supplier, including provision of all necessary equipment as necessary to access the World Wide Web and payment of all related fees.

2.2 The Customer agrees that user accounts will be for the sole use of named individual users and not shared between users nor will the Customer share access to its Content with any third party except with the prior written consent (and payment of any appropriate fees) to the Supplier.

2.3 The Customer warrants that it owns or has all necessary intellectual property rights with respect to all Content submitted to and stored with the Supplier and that any personal data has been created or acquired in accordance with all relevant national and EU data protection laws and regulations.

2.4 The Customer shall not store or distribute through the Service any material or other information that:

2.4.1 infringes any intellectual property rights;

2.4.2 is in breach of any law, statute, or regulation;

2.4.3 is defamatory, unlawfully threatening or harassing;

2.4.4 is obscene, pornographic or indecent;

2.4.5 contains any virus or other program intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information.

2.5 The Customer agrees not to send unsolicited email (spam) via the Service

2.6 The Customer acknowledges that he has no right, title or interest in the web address (hostname or domain name) allocated to him, and that the same is allocated as part of the Service and is not portable or otherwise transferable by the Customer in any manner whatsoever. The Customer will not use the web address in any way which would imply ownership of the address or domain name.

2.7 The Customer grants to the Supplier a non-exclusive, royalty-free licence, during the term of this Agreement, to use, store and maintain the Content on a server for the purposes of providing the Services. The Supplier may make such copies as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon the termination of this Agreement, the Supplier will have the right to delete all Content following termination but pending deletion, copies of the Content may remain in the Supplier’s back up system until purged in the normal schedule, and may at the Supplier’s option, be retained indefinitely in an archive to enable restoration on request and upon payment of the Supplier’s fee for this service.

3. CHARGES AND PAYMENT

3.1 The Customer shall pay the Charges to the Supplier according to the Terms of Payment and Charges that are current from time to time.

3.2 Payment is to be made by monthly charge to the Customer’s credit or debit card unless otherwise agreed by the Supplier.

3.3 The Customer is responsible for ensuring that all Charges are paid by the due date.

3.4 The Charges exclude VAT, which shall be paid by The Customer at the current rate on the date of invoice.

3.5 The Customer agrees to pay additional fees for additional users, storage or services required, where applicable.

3.6 Where the Service is offered with unlimited usage and storage, the Customer agrees to use the Service for normal business activities consistent with the number of users. The Service is not intended for storing large numbers of images or video files. At the Supplier’s option, “fair use” limits may be applied at 50GB of office documents less than 256KB in size, 20GB of other documents, 2GB of images and 1GB of video. The Supplier will contact the Customer to agree any limits before they are applied, and will take into account the number of users.

3.7 The Supplier reserves the right to charge the Customer interest on any overdue payment at the rate payable pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of receipt of payment.

3.8 Without prejudice to the Supplier’s other rights, the Supplier shall be entitled to withdraw the Service as follows: if the Customer has not paid any amount due by two weeks after the due date, their Content will only be accessible on a read-only basis until the Charge has been paid. If the Customer has not paid the Charge two months after the due date for the Charge, their system will be archived and only accessible on payment of a release fee of £250.

4. “RAMP UP” PERIOD

4.1. All accounts are offered with a 30 days “ramp up” period. The Customer is not charged for the first 30 days but is nonetheless bound by all the other terms and conditions of this Agreement.

5. SERVICE LEVELS

5.1. The Supplier will use reasonable endeavours to ensure availability of the Service 24 hours a day, 365 days a year. Where the Service is not so available for reasons attributable to the Supplier, the Customer’s account will be credited with a refund for the Downtime during which the Service was unavailable.

5.2. When the Downtime is a result of planned actions by the Supplier, including emergency and previously scheduled windows for server and network equipment maintenance, the Downtime is not to be included in calculations of any refund. The Supplier shall make reasonable efforts to provide the Customer with advance notification of all scheduled and emergency Downtime where downtime will exceed 30 seconds or will take place within normal UK business hours.

5.3. The Supplier shall notify the Customer of any report of Downtime, and investigate it using suitably qualified personnel, as soon as reasonably practicable after becoming aware of it, and shall remedy the Downtime as soon as reasonably practicable.

5.4 The Customer acknowledges that the Supplier is not responsible for any failure of the Customer’s internet connection, for any deficiency in the Customer’s equipment or for any other reason beyond the control of the Supplier that restricts or prevents the Customer’s ability to use the Service and no such failure shall entitle the Customer to any refund.

5.5 The Supplier reserves the right to effect modifications to the design, operations, specifications and other functions of the Service, at any time and without prior notice.

5.6 If the Customer chooses to use the Desktop software supplied by the Supplier, the Customer is responsible for keeping it up to date by authorising any upgrades when prompted automatically by the software.

5.7 The Customer is responsible for keeping their browser and virus protection up to date.

5.8 The Customer acknowledges that if he chooses to use a browser which is not on the supported browser list, then he may be unable to access some functionality.

5.9 The Supplier shall follow its backup procedures for Customer Data as described in Schedule 1.

5.10 When requested or on a schedule set by the Customer, the Supplier shall follow its archive procedures for Customer Data as described in Schedule 2.

6. ACCESS & SECURITY

6.1 The Supplier will permit access for the Customer to the Customer’s Content online through the use of a user name and password for each permitted user, each of which will be decided by the Customer. The Customer agrees to use secure passwords to access their system and to ensure the passwords are kept confidential.

6.2 The Customer acknowledges that the security of the system depends on the security of their email accounts and internal systems. The Customer agrees to use secure passwords to access their email and to ensure that the passwords are kept confidential. The Customer is responsible for the consequences of any failure of confidentiality which results in any third party obtaining unauthorised access.

6.3 The Customer agrees to ensure that users of the Service reset their passwords whenever a breach of confidentiality over a password is suspected.

6.4 For the avoidance of doubt, the Supplier does not monitor, and will have no liability for the contents of, any data stored or communications transmitted by virtue of the Services.

6.5 For the purposes of answering support queries and when explicitly authorised by the Customer, employees of the Supplier may view the Customer’s Content and data.

6.6 The Supplier may analyse usage and data stored via the Service to provide usage metrics and ensure the efficient running of the Service.

6.7 If the system sends an email to an address supplied by the Customer, and this email bounces, the Supplier may automatically block sending of further emails to that address. For the avoidance of doubt, this includes the email addresses used to access the user accounts.

7. DISCLAIMERS

7.1. The Services are provided to the Customer “as is” and “as available” and could contain defects, faults, mistakes and other deficiencies. The Supplier excludes any warranty that the Service will be uninterrupted, error-free or will operate at any particular speed or frequency.

7.2 The Customer acknowledges that security of Content accessible via the internet cannot be guaranteed and, in consequence, the Customer will not have any claim against the Supplier for any unauthorised access unless this is proved to be attributable to fraud or wilful default on the part of the Supplier.

7.3. The Customer is responsible for any and all activities of the Customer or anyone allowed by the Customer to use their Service account. Any material the Customer or anyone else accesses or obtains using the Services is entirely at the Customer’s risk.

7.4 The Customer is responsible for ensuring that their internet connections, computer unit and telephone service are compatible with the Services and for any damage that may be caused to such items by anything they access or obtain using them. The Supplier shall not be liable for any losses suffered by the Customer as a result of any such incompatibility or damage. The Customer is also responsible for paying any and all charges in relation to their internet connection, computer unit and telephone service.

7.6 The Customer is solely responsible for ensuring that all Content uploaded by the Customer and those for whom the Customer is responsible is lawfully used.

8. WARRANTIES

8.1. The Supplier warrants to the Customer that the Service provided to the Customer by the Supplier shall be provided with reasonable skill and care.

8.2. Save as expressly set out in this Agreement all representations, warranties, terms and conditions whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded. In particular and without prejudice to that generality, whilst the Supplier shall take reasonable care to avoid passing on any viruses or introducing them to the Customer, the Supplier shall not be liable to the Customer as a result of any virus or other harmful program introduced or passed on to him.

9. LIABILITY

9.1 Under no circumstances shall the Supplier be liable (whether in contract or in tort) for any loss of business, loss of opportunity, loss of business, business interruption or loss or corruption of any data or Content or any other indirect or consequential loss or damage, whether reasonably foreseeable or not, and whether such loss or damage is suffered by the Customer, any of its employees or any third party having a commercial relationship with the Customer.

9.2 The total liability of the Supplier to the Customer for any breach of these Terms and Conditions by the Supplier shall under no circumstances exceed an amount equal to £10,000 or the Charges payable by the Customer to the Supplier in the 12 months prior to the breach, whichever is less.

9.3 Nothing in this Agreement shall exclude or limit the liability of the Supplier for fraud or for death or personal injury resulting from the negligence of the Supplier or its employees or agents.

9.4 The Customer will indemnify the Supplier against any claims, losses, expenses and liabilities arising out of, or in connection with the Content and the use of the Service by the Customer.

10. TERMINATION

10.1 This Agreement shall commence on the date the Customer creates the account and shall continue thereafter until 30 days’ written notice of termination is given by the Customer or 6 months written notice is given by the Supplier, unless terminated earlier pursuant to clause 10.2.

10.2 The Supplier shall be entitled to terminate the Service and cancel access for the Customer if the Customer:

10.2.1 fails to pay any Charges or other fees or expenses owing to the Supplier within 30 days of the due date; or

10.2.2 becomes insolvent or has a trustee in bankruptcy, receiver, administrative receiver or liquidator appointed or any similar event occurs in any jurisdiction; or

10.2.3 is in breach of any of the terms of this Agreement.

10.3 The Supplier will be entitled to terminate the Customer’s access rights to the Services when giving notice of termination to the Customer and will have no other obligation or liability to the Customer except as stated in this Agreement.

10.4 Termination of this Agreement for whatever reason shall not affect:

10.4.1 the accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination; or

10.4.2. provisions expressed to survive this agreement, which shall remain in full force and effect.

10.5 On the termination of this Agreement for any reason the Customer may request the Supplier to provide an Archive of the data stored in the system at the point of termination. The Supplier may charge for the Archive service at the Supplier’s prices for such services current at that date.

10.5.1 The Customer must request the Archive within 60 days after termination of this agreement.

10.5.2 The Supplier must deliver the Archive to the Customer or the Customer’s nominee within 14 days of the request from the Customer.

10.5.3 The Supplier may not delete the Customer’s data until the Customer has accepted the Archive. The Customer shall be deemed to have accepted the Archive on the expiry of 60 days after delivery of the Archive to the Customer or his nominee as provided for in this Agreement or on notice of acceptance to the Supplier whichever is the earlier.

11. FORCE MAJEURE

11.1 An “event of force majeure” means, in relation to either party, an event or circumstance beyond the reasonable control of that party including (without limitation) any act of God, inclement weather, failure or shortage of power supplies, flood, lightning or fire, strike, lock-out or trade dispute or labour disturbance, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any internet service provider, military operations, act of terrorism or riot, delay or failure in manufacture, production or supply by third parties of equipment or services. A party affected by an event of force majeure must notify the other as soon as reasonably practicable.

11.2 Neither party shall be liable to the other party for any delay or failure to perform any of its obligations under this Agreement to the extent that it is prevented by an event of force majeure and the party shall be entitled to a reasonable extension of its obligations after notifying the other party in writing of the nature and extent of such event. If an event of force majeure continues for a period of more than 60 days, either party may terminate this agreement by written notice to the other party.

12. CONFIDENTIALITY

12.1 Each party shall keep confidential any information it receives from the other party that may reasonably be supposed to be confidential, including, without limitation, information contained in the Content supplied by the Customer to the Supplier and information concerning the Service or the Supplier’s business supplied by the Supplier to the Customer. Neither party shall without the other’s prior written consent use such information except for the purposes of this Agreement or disclose such information to any person other than to their own employees or agents who have a need to know the information and after obtaining an appropriate confidentiality undertaking form any such person.

12.2 Clause 12.1 shall not apply to information that is lawfully known to the recipient at the time of disclosure or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is requires to be disclosed to the police, any regulatory body or a court of competent jurisdiction.

12.3 The confidentiality terms in this clause 12 shall remain in full force and effect during the term of this Agreement and following the termination of this Agreement.

13. GENERAL

13.1 Assignment. Neither the Supplier nor the Customer shall assign, transfer or sub-contract any of its rights or obligations and interests in this Agreement without the prior written consent of the other party.

13.2 Notices. Any notice to be given by either party to the other may be sent by either e-mail, fax or recorded delivery to the most recent e-mail address, fax number or address notified to the other party. If sent by e-mail or by fax a notice shall be deemed to be served on receipt of an error free transmission report, unless this is outside the normal working hours of the recipient, in which case it shall be treated as served on the next working day. Notice sent by recorded delivery shall be deemed to be served 2 working days following the date of posting.

In the case of email, each party will designate one email address for the sending and receipt of notices under this Agreement and each party will retain and produce to the other upon request evidence showing that its service provider has confirmed that each email notice it sends has been received.

13.3 Waiver. The waiver by the Supplier of a breach by the Customer in the performance of its obligations under this Agreement shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the Supplier.

13.4 Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all previous agreements, representations, correspondence and understandings between them.

13.5 Invalidity. If any provision of this Agreement is held to be void or declared illegal, invalid or unenforceable for any reason, it shall be deemed deleted and the validity of the remaining provisions shall not be affected. If any such deletion materially affects the interpretation of this Agreement, the parties shall negotiate in good faith with a view to agreeing a substitute provision as closely as possible reflecting the commercial intention of the parties.

13.6 Third Party Rights. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it.

14. GOVERNING LAW AND DISPUTES

14.1 This Agreement shall be governed by and construed in accordance with English law.

14.2 The parties will endeavour to settle any dispute that arises by good faith direct negotiation but if direct negotiation does not result in a resolution of the dispute, either Party may require that it be referred to mediation in accordance with the CEDR (Centre for Effective Dispute Resolution) Mediation Rules.

14.3 Any dispute that is not settled by direct negotiation or by mediation within 45 days of a reference to mediation (or any longer period agreed by the parties) will be finally determined by the courts of England.

Schedule 1 - Backup Procedures

Frequency

All customer data is backed up once a day, between midnight and 7am.

Location

The backups are stored in a secondary London datacentre. This datacentre matches the level of physical security at the primary datacentre, including 24/7 security personnel.

Transfer and security

The live and backup servers mutually authenticate using strong cryptography. Data is transferred over encrypted connections between datacentres using the public Internet.

Backup verification

To verify the backup system is working as designed, test restores are made on a regular basis to test the ability of the system to restore a backup, using Customer data chosen at random.

Historical records

30 days of complete backups are kept. Backups older than 30 days are deleted.

Optional off-site backups

For an additional fee of £50+VAT a month, an additional monthly backup is stored off site using the safe deposit scheme at a central London bank. The backups are made in the first week of each calendar month. Each backup is kept for at least six months. Any data removed from the safe deposit scheme is securely destroyed.

Schedule 2 - Archive Procedures

Intended use of archives

Archives are used to enable the Customer to
• Maintain their own backup independently of ONEIS
• Migrate the data to another service on termination of the contact.

The Archive service is different to the Backup service described in Schedule 1. The backup procedures provide a regular offsite copy of the client’s data which can only be used to restore the data to the ONEIS system. The backups are not accessible to the Customer.

The archive service is intended as a one-off or less regular service where the data can be used independently of the ONEIS Service. The archived data is kept by the Customer.

Archive contents

The archive contains a copy of all customer data stored on the ONEIS servers. This includes
• Copies of all files, and all historic versions of all files
• Machine readable records for non-file data (eg Contact records)
• Human readable records for non-file data and browsing of files using a standard web browser
• Documentation on the format of the machine readable records

The archive is stored on our choice of writable DVD, USB memory stick, or USB hard disc depending on the volume of data, formatted to be readable on the current version of Microsoft Windows. The archive can be provided in an encrypted format if requested.

Archive procedure

An archive will be performed within a two week window, to allow archive operations from multiple customers to be performed in a batch.

All data in transit is encrypted. This applies to transfers over the public Internet and intermediate transfers on portable media.

Any unencrypted data, for example, the final unencrypted media, remains with ONEIS staff until it is picked up by a secure courier for delivery to the Customer.

Cost of archive

A charge is made for each archive operation, which will vary according to the amount of data to be archived and the secure courier chosen. The cost of each archive operation will be advised in advance, but will be no more than £250 plus the cost of the physical media and courier service.

Changes in archive procedure

The archive procedure may be changed for efficiency and operational reasons. Customers will be given revised archive procedures no later than 30 days before the changes come into effect.