36 Month Supply and Support Terms & Conditions

These Terms and Conditions('Terms'), the Order Form and any materials on the FileMan website that are specifically incorporated by reference, form an Agreement between You and FileMan ('Agreement'). By signing the Order Form, You indicate that You have read, understood and accepted the terms of this Agreement.

1. Definitions

‘You’ and ‘Your’ mean the client detailed on the Order Form.

‘FileMan’, ‘We’ and ‘Us’ mean FileMan (UK) Ltd of Regal House, 70 London Road, Twickenham TW1 3QS.

‘FileMan Amount’ means the amount equal to thirty-six (36) monthly payments of the FileMan Monthly Amount on the Order Form.

‘Software’ means the online software used to provide the Service.

‘Monthly Amount’ means the monthly amount paid for the number of committed Client Files ordered by You and other services if applicable.

‘Payment Term’ means recurring minimum payment periods of thirty-six (36) months commencing 30 days after order acceptance, and automatically renewing on a FileMan Renewal.

‘FileMan Term’ means the initial contract period of thirty-six (36) months during which the Service is provided, commencing on the date set out in clause 6 below.

‘FileMan Renewal’ means each subsequent thirty-six (36) month period which automatically renews on the expiration of the FileMan Term or FileMan Renewal.

‘Business Days’ means any day which is not a Saturday or Sunday or bank holiday in any part of the United Kingdom.

‘Client File’ means all paper-based and electronic documents, files, media or other goods ordered by You for the provision of services pursuant to this agreement.

‘Service’ means the software and Records Management and associated services including but not limited to the carriage, storage, retrieval, scanning and destruction of Client Files.

‘Trial Period’ means the first 120 business days of the FileMan Term from the date of software integration with LEAP Cloud.

‘Additional Client File’ means a Client File ordered by You during a FileMan Term or FileMan Renewal and for which payment is made monthly.

‘Your Data’ means any data that you upload, submit or otherwise transmit to FileMan directly, or through the Service.

‘Applicable Data Protection Legislation’ means the General Data Protection Regulation (EU) 2016/679 and applicable legislation that supersedes or replaces the GDPR.

2. Right to Use and Additional Client Files

(a) Subject to the terms and conditions of this Agreement, FileMan grants you a non-exclusive and non-transferable right to use the Service during a FileMan Term or FileMan Renewal in accordance with this Agreement.

(b) This right is for the sole purpose of enabling You to use the Services for Your internal business purposes and will end upon termination of this Agreement.

(c) All functions, data, information and materials provided by FileMan via the Service may only be used by You in the ordinary course of the activities of Your organisation and expressly for the purposes of supplying legal services.

(d) The number of Client Files cannot be reduced during a Payment Term.

(e) Charges for Additional Client Files only apply when the total number of Client Files ordered by You under this Agreement have been reached.

(f) FileMan may raise an administrative fee for making changes to Your Client File arrangements.

3. Intellectual Property

FileMan retains all right, title, and interest in the Service. Except as expressly permitted, this Agreement does not grant You any intellectual property rights in the Service or any of its components which are protected by copyright and other laws.

4. Your Data

FileMan acknowledges and agrees that nothing in this Agreement grants to FileMan any right, title or interest in any of Your Data other than a limited non-exclusive right to use or process Your Data solely for the purposes of providing the Service. You shall own all intellectual property pertaining to Your Data. You hereby grant FileMan a worldwide, non-exclusive and limited-term license to use Your Data solely to the extent necessary to provide the Service in accordance with this Agreement. You are responsible for ensuring that you have all the necessary rights to grant this licence and that Your Data does not infringe on the rights of any copyright owners, violate any applicable laws or violate the terms of any license or agreement.

5. Invoicing, Payment and Credit Terms

(a) All fees must be paid as designated on Your Order Form and this Agreement. All prices are exclusive of VAT unless otherwise expressly stated. FileMan may raise an administrative fee for making changes to Your Client File arrangements.

(b) If Your order was financed through a third-party agency, that agency will solicit payment as per the terms of your contract with that agency. Payments made to the third-party financing agency are governed by Your contract with that agency.

(c) If Your order was not financed through a third-party agency You will receive invoices from FileMan by email to the email address as disclosed on the Order Form or to such other email addresses You specify. Invoices are payable within the period specified on the invoice, using a transaction agent nominated by FileMan.

(d) In the event that an amount due to FileMan or to a third-party agency for payment of the Monthly Amount becomes overdue, access to the Service may be suspended without notice. FileMan will have and may exercise a general lien over the Client Files until all outstanding amounts have been paid in full.

(e) In the event an amount due to FileMan or to a third-party agency for payment of the Monthly Amount becomes overdue for longer than 30 days, the balance of the FileMan Amount will immediately become due and payable.

(f) If You fail to make payment in accordance with this Agreement, FileMan shall be entitled to simple interest on that amount. Such interest shall be calculated at a rate of 8% per year above the Bank of England base rate which is current at the date the payment became overdue.

(g) An administrative fee may be charged for each late payment, and for each payment for the Monthly Amount taken by FileMan as a result of Your delay in completing the necessary agreement with the third-party finance agency.

(h) In the event of a debt being passed to a collections agency, You will be liable for all costs associated with the collection of the debt.

6. Commencement of FileMan Term

The FileMan Term starts thirty (30) days from the date of order acceptance or the date of integration with the LEAP Cloud Software, whichever is sooner.

7. Acceptable Use and Reasonable Use of Free Services

(a) Free online retrieval services and document inserts are capped at 10% of the number of new Client Files lodged during a FileMan term or FileMan Renewal.

(b) FileMan will accept new Client Files of any size however additional charges will apply if the total number of new Client Files is greater than or equal to the number of archive boxes used to hold those records. If the maximum threshold is reached all new Client Files will be charged per 10 cm bundle at your standard rate until Your holdings fall below the 1:1 threshold.

(c) Free box destruction services for transitioned Client Files are capped at 30% of the total number of transitioned boxes each FileMan Term or FileMan Renewal.

8. Confidentiality, Privacy and Security

(a) It may from time to time be necessary for FileMan to review Your information for the purposes of providing the Service. FileMan undertakes to exercise the utmost good faith in maintaining all such information as confidential and will use such information only for the purposes of this Agreement.

(b) FileMan will comply with the requirements of Applicable Data Protection Legislation.

i) perform services on FileMan’s behalf;
ii) provide additional services;
iii) promote other products and services which You may benefit from.

When we do this, FileMan will only provide them with such information as reasonably required to perform those services and only permit them to process your personal data for specified purposes and in accordance with our instructions.

9. Term and Termination

(a) At the end of the FileMan Term this Agreement will automatically renew for successive thirty-six (36) month periods thereafter (each a FileMan Renewal) unless terminated as permitted under this Agreement. The Monthly Amount during any automatic FileMan Renewal will be charged at the then standard Monthly Amount.

(b) You may terminate this Agreement at any time during the Trial Period by providing written notice to FileMan and subject to You paying FileMan a cancellation fee of thirty percent (30%) of the FileMan Amount.

(c) Either party may terminate this Agreement for any reason by providing a notice of intention not to renew this Agreement in writing, at least thirty (30) days before the end of the current Payment Term.

(d) Except as expressly provided at paragraphs 9(b), 9(c) and 10, termination of this Agreement for convenience is excluded during a Payment Term for any FileMan Term or FileMan Renewal.

(e) For successful termination or expiration of this Agreement, all Client Records that were transitioned to FileMan will need to be permanently retrieved by You at Your own cost on or before the effective date of termination or date of expiration of this Agreement.

(f) Either party shall be entitled to terminate this Agreement immediately and at any time for cause by giving written notice to the other party if that other party:

i) commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days’ written notice of that breach;
ii) commits a material breach of this Agreement incapable of remedy; or
iii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

(g) After the effective date of termination or expiration of this Agreement, FileMan will grant You a free time-limited license to continue to use or access the Service for any new Client Records that remain in FileMan’s possession under a separate agreement at the then standard service rates.

10. Suspension or Modification of the Services

We reserve the right to suspend access to the Service, in whole or in part, until further notice, with immediate effect:

(a) to periodically maintain or improve the Service;

(b) if You fail to pay all or part of any fee by the due date; or

(c) if we reasonably believe You are using the Services in a way which constitutes a breach of this Agreement, or is likely to be found illegal

11. Supply and Support Terms and Conditions

These Terms are subject to change from time to time to reflect changes in or requirements of the law or modifications or updates to the Services. FileMan will notify you if such change materially and adversely affects your rights under this Agreement and you will have a right to terminate the Services following the change.

12. Force Majeure and Delay Beyond FileMan’s Control

FileMan will not be responsible for delays or failure to perform resulting from acts beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including telecommunication breakdowns or interruptions and power failures.

13. Client Acknowledgements and Warranties

Except as expressly provided in this Agreement and to the extent permitted in accordance with applicable law, FileMan disclaims all warranties of any kind.

You acknowledge that:

(a) FileMan does not guarantee or warrant the fitness of the Service for any purpose other than the particular purpose for which it is supplied.

(b) You have conducted your own due diligence, selected the Service based upon your own skill and judgement You have satisfied Yourself as to the suitability of the Service.

(d) The Service is provided on an “as is” and “as available” basis and FileMan does not guarantee, represent, or warrant that Your use of the service will be uninterrupted or error-free.

(e) You are responsible for ensuring that all persons who access the Service through Your account are aware of this Agreement and comply with its terms.

14. Limitation of Liability

FileMan’s liability to You is not limited or excluded where and to the extent, such liability cannot be limited or excluded in accordance with applicable law. In all other circumstances, FileMan will not be liable to You or to any third party for any costs, expenses, losses and damages incurred in relation to the Service, whether that liability arises in contract, tort, under statute or otherwise. Without limitation, FileMan will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.

To the extent permissible by applicable law, FileMan’s aggregate liability, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by You for the Service in the six (6) months immediately preceding the date on which the claim arose.

15. Entire Agreement

This Agreement constitutes the entire understanding between FileMan and You and supersedes all other negotiations, agreements, contracts or understandings whether written or oral. All implied terms are hereby excluded, to the full extent permitted by law. This Agreement is governed by the law of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.

16. Mediation

In the event of any dispute or difference arising from or in connection with this Agreement, including any question regarding its existence, validity or termination, You and FileMan agree to enter into mediation in good faith to settle such a dispute.

17. Service Level Agreement

(a) FileMan will, in all its best endeavours, ensure that:

i) physical retrieval of records that are requested before 3pm, will be delivered to Your office the following Business day;
ii) online retrieval of records will be available to download from the FileMan Portal within six working hours from receipt of the request.

(b) You accept that whilst FileMan will endeavour to ensure the above so far as is reasonably practicable, FileMan does not guarantee, represent or warrant that these terms will be adhered to.