FILE FX TERMS OF BUSINESS
1. Introduction
1.1 This website is operated by File FX LLP trading as File Fx. The references to "we" and "us" and "our" shall be deemed to be references to File FX LLP trading as File Fx. References to "you" and "your" shall be deemed to be reference to a person placing an order with us.
1.2 If you have any questions regarding the website or these terms of business you can contact us at:
File FX LLP 7 Shepperton House, 83/93 Shepperton Road, London N1 3DF
Telephone : 020 7226 6646
Email: info@filefx.co.uk
Registration No: 0C365302
Registered office : 35 Ballards Lane London N3 1XW
1.3 These terms apply from the 15th July 2011.
1.4 These terms of business are a legal agreement between us and apply to your use of our Services and your use of our website. You must read and accept all the terms contained in this agreement prior to requiring any services from us.
2. Definitions
2.1 In these terms and conditions, the following definitions have the following meanings:
“Content” means all text, contact details or other material made available to you by File FX in physical, electronic or any other form regardless of whether the same has been amended, divided or incorporated into any other material.
“Fee”: The fee payable to File FX according to File FX’s price list from time to time;
“Intellectual Property Rights (IPR)”: all patents, trade marks, service marks, copyright, design right, database rights, know-how, processes, trade practices and other intellectual property rights whatsoever, whether registered or unregistered anywhere in the world;
“Login”: the personal username and password which will be supplied to you upon registration, allowing you to access and use our website and any associated benefits;
“Period”: the period of rights of access to Content via our website granted to you in accordance with these terms;
“Services”: the File FX data bank accessed either electronically via the Login, whereby you are provided with access to online use of restricted areas of our website where you can view Content and your account information or in hard copy form via direct contact with File FX over the telephone or through email.
3. Registration
In order to use our Services it is necessary for you to provide and register certain information with us.
You must ensure that all information and representations submitted by you is complete, accurate and truthful.
We reserve the right to reject any application for registration for any reason. No terms other than these terms form any part of the contract between us.
You may browse our website without registering but when you place your first order you will need to register with us. You agree to keep the Login confidential at all times, shall take reasonable steps to prevent others from obtaining your Login and shall inform us if at any point you consider that your Login has been compromised and/or is being used by someone else. You agree to take such action as is required and/or is requested by us to prevent unauthorised use
Without prejudice to our rights, File Fx may suspend your access to our website without liability to you if in our reasonable opinion such action is necessary to safeguard our website.
4. General Use of the Site
4.1 You warrant and undertake that you shall not, and shall not permit others to:
modify, translate, create derivative copies of or copy any aspect of our website;
reverse engineer, decompile, disassemble or otherwise tamper with any material on our website;
distribute, sub-license, assign, share, timeshare, sell, rent, lease, grant a security interest in or otherwise transfer any of your rights to use our website; or
use our website in any manner not expressly authorised or envisioned or in a way which may bring us into disrepute.
5. Licence
5.1 Upon payment of all Fees due, we grant you a licence to use the Content solely for your own marketing or self-promotional purposes.
5.2 In respect of all Content that is accessed or downloaded via our website, all licences to use Content shall last only for the Period of your subscription to our website and upon expiration of the Period or other termination of the Contract, you agree that you shall make no further use of the Content.
5.3 All licences are non-exclusive.
5.4 Under no circumstances may any Content be sold, lent, leased, or made available to any third party for any purposes whatsoever or be copied for such purposes.
5.5 File Fx includes “sleeper” entries in every collection of Content. These entries are used by File Fx to monitor use of the Content. These “sleepers” may or may not be genuine businesses and File Fx does not accept responsibility for any costs incurred by you in approaching such sleepers.
6. Payment
6.1 Payment for our Services is as follows:-
6.1.1 for one-off purchases of Content by credit/debit card, bank transfer, on line banking or cheque;
6.1.2 For subscription of Content either as in 6.1.1 or through payment terms agreed with us for account holders. We reserve the right to decline to open a trade account without attributing any reason. Furthermore, we reserve the right to close any account without prior notice;
6.1.3 Special orders for data will be subject to agreement. Please contact us by telephone for details.
6.2 You warrant that the credit/debit card that is being used is yours or that you are authorised to use it. All credit/debit card and transactions are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment we will not accept your order and we will not be liable for any delay or non-delivery. Furthermore, we are not obliged to inform you of the reason for the refusal. You should note that your card issuer may charge you as a result of our processing your credit/debit card payment in accordance with your order. File Fx has no responsibility for such charges.
6.3 Where Fees are to be paid periodically, prior to the expiry of each subscription period we will send you a renewal notice by e-mail (“Renewal Notice”) notifying you that the current period is approaching expiry and inviting you to renew the subscription. The Renewal Notice will quote the relevant date of renewal and the amount of the further Fees that will be charged upon renewal.
6.4. Your Login will expire if you do not renew your subscription.
6.5 All Fees are expressed exclusive of VAT which shall be paid by you at the prevailing rate unless otherwise specified.
6.6 Fees include delivery of physical copies of the Content unless expressly specified.
6.7 Monthly subscriptions are due on the day of the month first agreed with you. Trade accounts are payable within 30 days of invoice. All overdue accounts will carry interest at the rate of 4% per annum above the base rate for the time being of Barclays Bank plc from the date payment fell due to the date of actual payment.
6.8 All moneys due to File Fx must be paid in pounds sterling net of any bank charges.
6.9 If items shown on our website are not available or are incorrectly priced or incorrectly described, we shall not be obliged to sell you the items as shown.
6.10 We reserve the right to change at any time and without previous notice data packages offered on our website.
6.11 It is your responsibility to pay any import charges that may be applicable for deliveries of hard copies to the UK.
6.12 We try to ensure that all prices given on our website are correct. However, mistakes can occur. If we have quoted an incorrect price on the website and if the correct price is lower than that quoted, we will automatically assume you do wish to continue with your order. However, if the correct price is higher than that originally quoted, we will contact you to ask if you still want to order the data. File Fx reserves the right to change the prices quoted on our website at any time without notice.
7. Intellectual Property Rights
7.1 All IPR in our website, in the Content and all material, content, information or benefits relating to the same, is owned by us and nothing in these terms and conditions shall confer any ownership of any IPR in the same on you.
7.2 Then File Fx trademark is the exclusive property of File FX LLP and as such is protected by international and UK Copyright and other Intellectual Property law.
8. Delivery and Cancellation
8.1 If File Fx provides a delivery date for any Content, time is not of the essence in respect of that delivery date.
8.2 Any complaints about non-delivery must be made within seven (7) days of the date of invoice (invoices are dispatched separately from Content).
8.3 Complaints in respect of any damaged Content must be notified within 24 hours of delivery. A valid claim for damage will only be accepted by File Fx by returning the damaged Content to File Fx with confirmation of the complaint.
8.4 You may cancel your agreement with us prior to first use of your Login, by notice in writing to us (which may be by e-mail) quoting your reference number.
8.5 We warrant that the data that you buy will at the time of delivery to you correspond to the description given by us. The data will in the case of one-off sales have been updated recently but may contain minor inaccuracies. Our data packages are updated in 12 weeks cycles (in respect of some data in eight weeks cycles). Every description or specification of the data that we sell is given in good faith based upon information received by us.
8.6 All warranties other than those set out above, conditions and terms relating to fitness for purpose, merchantability or condition of goods, whether implied by statute or common law or otherwise are hereby excluded.
9. Limitation of Liability
You acknowledge that the following provision reflects a fair allocation of risk. These terms set out our entire liability to you and all other liability of us to you and all warranties relating to the accuracy or suitability of Content for your purposes or that the Content is up to date is hereby excluded, provided that nothing shall exclude or restrict our liability for fraudulent misrepresentation and/or for death or personal injury (including but not limited to sickness and death) to the extent that such injury results from our negligence or wilful default, or that of our servants, agents or subcontractors.
You agree that our total liability to you shall not exceed (death or personal injury excepted) the Fee paid by you to us in the six months prior to the event giving rise to the liability, including where such liability arises out of our negligence.
In no event shall we be liable to you whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss or damage arising out of or in connection with the Services or the Content, including without limitation: loss of revenue, loss of anticipated savings, loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption of data and/or other information or benefits. For the avoidance of doubt, neither the types of loss and/or damage specified above nor any similar types of loss and/or damage shall constitute direct loss for the purposes of this agreement.
You agree to notify us of any claim or allegation that the Content infringes any third party rights within ten days of becoming aware of the same.
File Fx's suite of data banks is produced for use in the United Kingdom. Use elsewhere is entirely at your risk.
10. Indemnities
10.1 You will fully indemnify and keep us and all our associate companies indemnified against all losses and damages (including loss of profits, special, indirect, incidental or consequential loss or damage, loss of goodwill and any reasonable legal costs or sums paid in settlement of any claim or proceedings brought against us by a third party) arising due to any breach of these terms by you.
11. Restrictions of the Internet
11.1. You acknowledge that:
11.1.1. we have no control over the Internet which is a global decentralised network of computer systems. Accordingly, access to our website cannot be error free or uninterrupted and may be variable; and
11.1.2. information, benefits and other material accessible over the Internet, including via our website may contain computer viruses, worms, Trojan horses, cancelbots, or other harmful and destructive components. We are not liable and will not be liable for any direct, indirect, incidental or other loss or damages which result or may result from your access to or use of the Internet. We strongly recommend that you maintain sufficient and updated anti-virus benefits on any hardware used to access our website and/or access material on our website.
11.1.3 Where access to the Site and the Services in a given month excluding scheduled maintenance downtime as a result of a fault at our end is restricted, the licence termination date will be extended by an equivalent amount of time. Network downtime is measured from when the problem is reported either by our own internal monitoring or by you, and continues until our website starts serving web pages.
12. Storage and Protection
12.1 You shall take reasonable measures to ensure that no use of the Content is made outside of the rights granted in these terms including protecting against access of the Content by unauthorised third parties.
12.2 Wherever any Content is are made available by you on any computer network you shall take reasonable measures to ensure that the Content cannot be viewed by any third party.
13. Termination
13.1. We may terminate any licence granted to you and invalidate your Login at any time upon notice in writing (which may be by e-mail) (1) in the event of any breach by you of the terms including the failure to pay any Fees when they become due or (2) in the case of trade or subscription accounts in the event that you are insolvent or bankrupt within the meaning of the Insolvency Act or any other replacement legislation.
14. Notices
14.1. Any notice required or permitted under these terms shall be in writing (which may be by e-mail) and shall be deemed to have been properly given:
14.1.1. 48 hours after being posted by first class mail (by airmail if sent internationally) with postage prepaid to the address for us set out in these terms and conditions and for you as set out in the subscription request or other address notified for the purpose of the services; or
14.1.2. if sent by e-mail at File Fx close of business on the working day after receipt by File Fx of the email.
15. General
15.1. No provision of these terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to it, except for the avoidance of doubt by those persons from whom we may from time to time license Intellectual Property.
15.2. We may assign our rights or obligations under these terms and conditions at anytime. Subject to the other provisions of these terms, you may not assign your rights or obligations under these terms without our prior written consent.
15.3. We shall not be liable for failure to meet our obligations under these terms if we are prevented from or delayed in doing so due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
16. Governing Law
16.1 These terms and conditions shall be interpreted in accordance with and governed by English law and the parties shall submit to the exclusive jurisdiction of the English courts.
