Terms & Conditions
IWEB FTP TERMS OF SERVICE
1. Commencement and duration of the Contract
The Contract will commence on the date you sign up to the Services and we accept your order and/or commence providing the Services to you, and shall be in force unless it is terminated in accordance with these Terms (“the Contract”). For the avoidance of doubt, registering for a free trial will be deemed to be an Order and any free trial will also be governed by these Terms and Conditions.
2. Who you are
You are the person, firm or company who purchases the Services from us. If you are using the Services on behalf of an organisation you confirm that you have authority to bind the organisation to these Terms and we can rely on your authority.
3. The provision of the Service
3.1. We shall provide the Service to you with a reasonable level of skill, care and diligence.
3.2. To enable you to use the Service, and as part of the registration process, you will create a username and password which will allow you to access the Service.
3.3. You shall procure that each user of the Service shall treat any username, password or any other information which forms part of our security procedures as confidential (“Security Information”) and that you will not disclose it to any third party. You shall be liable for any loss or damage arising out of the disclosure of any Security Information by you. You shall immediately notify us of any unauthorised use of your account. We may at this point take any action we deem necessary to include changing your credentials or suspending the services temporarily or permanently at our sole discretion. You should also take all actions necessary to mitigate your losses.
3.4. We have the right to disable any Security Information provided to you at any time if, in our opinion, you fail to comply with any of the provisions of these Terms.
3.5. You acknowledge that it is your responsibility to protect your transmission of data or files to our Service and to use a secure encryption of connection where necessary.
3.6. You acknowledge that it is your responsibility to ensure that each user of the Services keeps their contact details, on the Websites, up to date at all times.
3.7. From time to time we may:
- (for operational reasons), change any Security Information we deem necessary to access the Service or change the technical specification of the Service.
- issue instructions to you, which we believe is necessary for reasons of health, safety, security or the quality of any Service provided by us to you. You shall procure that you comply with any such instructions that we issue to you.
- temporarily suspend the Service because of an emergency or for operational maintenance or improvements or for the purpose of ensuring network or information security. In such cases, we shall aim to restore the Service as soon as reasonably practical and we shall aim to give you as much notice as possible of any emergency or scheduled suspension of the Service.
- suspend the Services if we believe that you are in breach of these Terms.
3.8. We do not guarantee that our products or Services or any websites accessible via our Service shall be error or virus free, and dealings that you may have with promotions, services or merchants via the Service are solely between you and the person with whom you are dealing. Whist our Service may contain links to third party websites or resources, we accept no responsibility for their availability, accuracy or suitableness. If you choose to visit such sites, then this is at your own risk and we accept no liability in this respect.
3.9. We do not warrant or guarantee the performance of the internet or that the transmission of information over the internet will be secure or that the internet or our Service will be accessible at all times.
4. Connection of Equipment to the Service
You shall ensure that any equipment used by you to connect to or use the Service is connected and used in accordance with any instructions, safety and security procedures applicable by the equipment provider and we accept no liability for your equipment being non-compliant with our Service, or for any losses you suffer as a result of your use of third party equipment.
5. Users and viruses
5.1. You may set up as many authorised accounts to the Services as our system allows under the Service you selected on our website, the amount of data storage you are entitled to will also be clearly set out on our website.
5.2. Persons under 18 years of age may not use the Services. It is your responsibility to ensure that no one under the age of 18 years uses the Services.
5.3. You must not use our Service as a public file sharing facility or display your passwords in public areas. If we find you are in breach of this clause we will immediately terminate the Services.
5.4. Whilst we may implement or run virus checks it is your responsibility to routinely maintain your own virus checks and we accept no liability resulting from damage caused to Your Data whilst using our Service.
6. Use of the Service
6.1. You warrant that any use you make of our Service complies with our Terms and you will indemnify us for any breach of this warranty.
6.2. Access to the Service is provided to you for your use only. You may not re-sell the Service to any third party for money or money’s worth and you will indemnify us for any breach of this warranty.
6.3. In using our Service you may upload data, documents and information, files and folders (“Your Data”). This will at all times remain Your Data and we do not and will not claim ownership of this.
6.4. It is your responsibility to ensure that Your Data does not infringe any third party’s intellectual property rights and/or is not offensive or illegal and you warrant the same to us. You will indemnify us in full for any damage we suffer as a result of your breach of this warranty.
6.5. You give us permission to use Your Data in any manner we need in order to fulfil our obligations to provide the Services to you.
6.6. You are solely responsible for Your Data and your communication with others whilst using our Service.
6.7. You shall not do, and shall not permit any user to do, anything that is likely to adversely interfere with the provision of our Services to you or any of our other customers.
6.8. We have the right to suspend the Services and terminate the Contract immediately in the event of a breach by you of any of the provisions of these Terms, including without limitation:
- if any material you upload is illegal, defamatory or against public policy;
- if you cause any technical or other problems to our Service;
- if in our reasonable opinion you are involved in fraudulent or unauthorised use of the Service;
- you resell access to the Service; or
- you use the Service in contravention of our Terms.
7. Charges and payment
7.1. You shall pay the charges for the Service as specified on our Websites (as amended from time to time). Your registration to have the option pay by invoice for the Services will be subject to your personal details being accepted and verified by us.
7.2. You shall pay the charges within fourteen days of the date of our invoice (“Due Date”). We reserve the right to claim interest on a late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
7.3. If charges are not paid by the Due Date, we will:
- following 5 calendar days, suspend the Services, in accordance with clause 9.1;
- following 30 calendar days of a Due Date, disable the Services. Where invoices are usually paid by you by credit or debit card, the Services will be disabled following 7 calendar days of a Due Date;
- following 62 calendar days of the Due Date, permanently remove the Services, and Your Data will not be recoverable.
7.4. If we terminate the Services due to non-payment and/or your breach of any of these Terms, you may be required to pay a reconnection fee, if the Service is subsequently reactivated.
7.5. We may revise the charges on our website from time to time without notice.
7.6. You shall pay all charges in pounds sterling, unless otherwise stated. The charges set out on our website are exclusive of value added tax or any other sales, usage or similar tax applicable in any country where the Service is provided.
8. Term and termination
8.1. You may terminate this contract by suspending your account. We may terminate the Services at any time (to include any free trial) without notice, should we feel it is necessary to do so.
8.2. Without prejudice to any rights that have accrued under the Terms or any of its rights or remedies, either of us terminate this agreement without liability to the other immediately (or following such notice period as it sees fit) by giving notice to the other if:
- the other party fails to pay any amount due under the Terms on the due date for payment and remains in default not less than five days after being notified [in writing] to make this payment;
- the other party commits, a material breach of the Terms, and (if this breach is remediable), fails to remedy that breach within a period of five days after being notified to do so;
- the other party repeatedly breaches any of the Terms in a manner that reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
- the other party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into voluntary (otherwise for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over their assets, or if the equivalent of any of these events under the laws of any of the relevant jurisdictions occurs to the respective other party;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986.
8.3. On termination of the Services:
- All future Charges will be cancelled but you will not be entitled to any refund in respect of any advance payments you may made;
- You will be responsible for removing any data stored on our systems upon termination. We will remove all of your data once your current payment period has expired and you will have no liability to you for any loss of data resulting from your failure to remove/back-up your data.
9. Suspension of service
9.1. We may terminate or temporarily suspend the Service at your expense if:
- we are entitled to terminate the Contract under any of the provisions of these terms and conditions;
- you are in arrears with any payment due under the Terms for more than five days.
9.2. We may also prevent you from continuing to use the Services if you have used the Service:
- in a way that is likely to adversely interfere with our ability to provide the Service to you or any third party;
- in violation of our Terms.
9.3. Where the Service is suspended under this paragraph, you shall pay the charges for the Service until the Contract is terminated by either party in accordance with Clause 8.
10. Intellectual property rights
10.1. Where we provide you with any intellectual property to use the Service, we grant to you a non-exclusive, non-transferable licence to allow you to use that intellectual property solely for the purpose of using the Service. You agree you shall not, without our prior written consent, copy, compile or modify our intellectual property, nor copy any manuals or documentation (except as permitted by law).
10.2. You shall indemnify us for any breach of clause 10 by you.
11. Limitation of liability
11.1. The following provisions set out our entire financial liability (including any liability for the acts or omissions of its employees, agents and subcontractors) to you in respect of:
- any breach of the agreement however arising;
- any use made by you of the Service, or any part of them; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the agreement.
11.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the agreement.
11.3. Nothing in these conditions excludes our liability for:
- death or personal injury caused by our negligence; or
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
- breach of section 2 of the Consumer Protection Act 1987; or
- our deliberate default or wilful misconduct, our employees, agents or subcontractors.
11.4. Subject to condition 11.3 and condition 11.4:
- we shall not be liable for any errors or interruption in the installation process, whether within or outside its control;
- we shall not be liable under any circumstances to you, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
- loss of profits;
- loss of business
- depletion of goodwill or similar losses;
- loss of anticipated savings;
- loss of goods;
- loss of contract;
- loss of use of Service;
- loss or corruption of data or information; or
- special, indirect, consequential or pure economic loss, costs, damages, charges or expenses, suffered by you that arises under or in connection with this agreement;
- our total liability under this sub-clause including all related costs, fees and expenses will not under any circumstances cumulatively exceed 50% of the charges of the last 12 months per incident, and within any 12-month period shall not exceed 100% of the charges of the last 12 months.
11.5. We shall not be held responsible for any loss, damage or inconvenience you may suffer for emergencies or scheduled maintenance.
11.6. Whilst we maintain a backup system for disaster recovery purposes, our Services should in no way be used as a host for a single location/copy of a file. We do not keep historical backups and cannot promise that we can restore any files in the event of a disaster.
12. Privacy and data protection
For the purposes of this clause 12, “Data Protection Legislation”, “UK Data Protection Legislation”, “Personal Data”, “Data Controller”, “Data Processor” and “Data Subject” shall have the following meanings:
- “Data Protection Legislation” the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;
- “UK Data Protection Legislation” any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation;
- “Personal Data” has the meaning as defined in the Data Protection Legislation;
- “Data Controller” has the meaning as defined in the Data Protection Legislation;
- “Data Processor” has the meaning as defined in the Data Protection Legislation;
- “Data Subject” has the meaning as defined in the Data Protection Legislation.
12.2. While we agree to take all necessary technical and organisational steps to ensure the security of the Service, we are not responsible for the accidental loss or destruction of any Personal Data you transmit using the Service and we exclude all liability of any kind in relation to the content or security of Personal Data that you send or receive through the Service. For the avoidance of doubt, this paragraph does not limit or exclude our liability for a breach of our data protection obligations in relation to the information which we obtain from you before or during the term of the Contract.
12.3. You agree and acknowledge, and warrant that we may be required by law to provide assistance to law enforcement, governmental agencies and other authorities. Accordingly, you agree:
- that we may implement and maintain an interception capability suitable to meet these requirements where we are obliged by law to ensure or procure that such a capability is implemented and maintained;
- that we may implement and maintain a data retention capability for the Service to meet requirements where we are obliged by law to ensure or procure that data is retained; and
- we may at times co-operate with law enforcement authorities and rights-holders in the investigation of any suspected or alleged illegal activity by you. We are required to do so by law. This may include but is not limited to, disclosure of your contact information to law enforcement authorities or rights-holders.
12.4. The aforementioned provisions of this clause 12 relate to those circumstances where we process Personal Data as a Data Controller. However, to the extent that Your Data (as defined in clause 6.3) contains any Personal Data and we process such Personal Data in connection with the performance by us of the Services, we are a Data Processor in respect of such data and the following provisions of this clause 12 shall apply.
12.5. Each party shall comply with all applicable requirements of the Data Protection Legislation. The following provisions of this clause 12 are in addition to, and do not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
12.6. The parties acknowledge that for the purposes of the Data Protection Legislation, you are the Data Controller and we are the Data Processor. As a Data Processor, we shall process Personal Data only for the purposes of (i) performing the Services in accordance with the Contract and (ii) performing any steps necessary for the performance of the Contract. The Personal Data which we process may include identity data, contact data and financial data with the Personal Data relating to various Data Subjects which may include employees, contractors, customers, clients and suppliers.
12.7. Without prejudice to the generality of clause 12.5, you will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to us for the duration and purposes of the Contract and you hereby warrant that any processing by us of Personal Data will not infringe the rights of any person.
12.8. Without prejudice to the generality of clause 12.5, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Contract:
12.8.1. process that Personal Data only on your written instructions unless we are required by applicable laws (Applicable Laws) to process Personal Data and where we are relying on the requirements of Applicable Laws as the basis for processing the Personal Data, we shall promptly notify you of this before performing the processing required by Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
12.8.2. ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by us);
12.8.3. ensure that all personnel who have access to and/or process the Personal Data are obliged to keep the Personal Data confidential;
12.8.4. not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
184.108.40.206. either of the parties has provided appropriate safeguards in relation to the transfer;
220.127.116.11. the Data Subject has enforceable rights and effective legal remedies;
18.104.22.168. we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
22.214.171.124. we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;
12.8.5. provide reasonable assistance to you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
12.8.6. notify you without undue delay on becoming aware of a Personal Data breach;
12.8.7. at the written direction of you, delete or return Personal Data and copies thereof to you on termination of the Contract unless required by Applicable Laws to store the Personal Data; and
12.8.8. maintain complete and accurate records and information to demonstrate our compliance with clause 12.8 and allow for audits by you at reasonable times and on reasonable notice and at your cost and expense.
12.9. You consent to the use of carefully selected, GDPR compliant sub-processors, required for the fulfilment of the Services. We confirm that we have entered into or (as the case may be) will enter into with the thirdparty processor a written agreement incorporating terms which are substantially similar to those set out in these clauses 12.5 to 12.9. A full list of subprocessors is available upon request.
12.10. Notwithstanding clause 12.9, if you do consent to us appointing an additional third-party processor of Personal Data under the Contract, we confirm that we have entered into or (as the case may be) will enter into with the thirdparty processor a written agreement incorporating terms which are substantially similar to those set out in these clauses 12.5 to 12.9. As between you and us, it is us that shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this clause 12.
12.11. You shall indemnify us and keep us indemnified against all and any liabilities, damages, losses, costs and expenses suffered and/or incurred by us arising out of or in connection with any breach by you of your obligations set out in this clause 12.
We have the right to revise and amend these terms and conditions from time to time on giving you at least five days' notice.
14.1. Any Contract made under these terms and conditions is binding on the parties and their respective successors and assigns.
14.2. Each party that has rights under a Contract is acting on its own behalf and not for the benefit of another person.
15. Force majeure
15.1. We shall not be in breach of any Contract, nor liable for any failure or delay in performance of any obligations under a Contract (and, subject to clause 15.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
- acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
- epidemic or pandemic;
- war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
- terrorist attack, civil war, civil commotion or riots;
- nuclear, chemical or biological contamination or sonic boom;
- voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law);
- fire, explosion or accidental damage;
- loss at sea;
- extreme adverse weather conditions;
- collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
- non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause);
- interruption or failure of utility service, including but not limited to electric power, internet, gas or water; and
- interruption or failure of telecommunications services.
15.2. Your corresponding obligations of you shall be suspended to the same extent as those of the party first affected by the Force Majeure Event.
16.1. Any failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
16.2. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.
16.3. A party that waives a right or remedy provided under this agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
17. No partnership or agency
Nothing in these terms and conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
18. Entire agreement
18.1. These terms and conditions and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.
18.2. Each party acknowledges that, in entering into a Contract under these terms and conditions, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to that Contract or not) other than as expressly set out in these terms and conditions or any documents forming part of the Contract.
18.3. Each party agrees and undertakes to the other parties that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in these terms and conditions.
18.4. Nothing in this clause shall limit or exclude any liability for fraud.
19. Governing law and jurisdiction
19.1. Any Contract made under these terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English law.
19.2. Any dispute or claim arising out of or in connection with a Contract or its formation (including noncontractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Any notice given under these terms shall be by email to the address supplied by you in accordance with clause 3.6 or by phone to the number supplied by you in accordance with clause 3.6 (and confirmed within 2 calendar days by email).
A notice delivered by email is deemed to have been received at the time of sending. A notice given over the phone is deemed to have been received at the time of the call.
This document was last revised: 24/05/2018
About iWeb FTP
iWeb FTP is a file storage and sharing service for business. We have been providing this service since 2005.
We are a privately owned UK based Limited Company based in Staffordshire.