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

1.      Definitions

1.1    In these Terms and Conditions, except to the extent expressly provided otherwise:

“Acceptance Criteria” means compliance with the warranties set out in Clause 5.4;

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

“Assigned Deliverables” means those Deliverables (excluding the Third Party Materials and the Client Materials) the rights in which are to be assigned (rather than licensed) by File Sanctuary to the Client under Clause 8, as specified in Section 4 of the Statement of Work;

“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:

(a)    the charges and other payable amounts specified in Section 7 of the Statement of Work and elsewhere in these Terms and Conditions;

(b)    charges calculated by multiplying the standard time-based charging rates of File Sanctuary (as notified by File Sanctuary to the Client in the customer portal and on request) by the time spent by the personnel of File Sanctuary performing the Services (rounded by File Sanctuary to the nearest minute); and

(c)    such other charges and payable amounts as may be agreed in writing by the parties from time to time;

“Client” means the person or entity identified as such in Section 1 of the Statement of Work;

“Client Confidential Information” means:

(a)    any information disclosed by the Client 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;

“Client Materials” means all works and materials supplied by or on behalf of the Client to File Sanctuary for incorporation into the Deliverables or for some other use in connection with the Services;

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

“Confidential Information” means File Sanctuary Confidential Information and the Client Confidential Information;

“Consultant Confidential Information” means:

(a)    any information disclosed by or on behalf of File Sanctuary to the Client 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 Client (acting reasonably) to be confidential;

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

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

“Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

“Deliverables” means consultancy advice, custom software development, and such other deliverables as the parties may agree in writing from time to time;

“Effective Date” means the date of your acceptance of these Terms and Conditions;

“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

“Expenses” means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by File Sanctuary exclusively in connection with, the performance of File Sanctuary’s obligations under the Contract;

“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;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include 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, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

“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);

“Licensed Deliverables” means the Deliverables excluding the Assigned Deliverables, the Third Party Materials and the Client Materials;

“Minimum Term” means, in respect of the Contract, the period of 12 months beginning on the Effective Date;

“Personal Data” means personal data under any of the Data Protection Laws;

“Services” means the consultancy services specified in Section 3 of the Statement of Work;

“Statement of Work” means a written statement of work agreed by or on behalf of each of the parties;

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

“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions, Schedule 1 (Data processing information) and the Statement of Work, including any amendments to that documentation from time to time;

“Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party; and

“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded 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 19.

2.3    Unless the parties expressly agree otherwise in writing, each Statement of Work shall create a distinct contract under these Terms and Conditions.

3.      Services

3.1    File Sanctuary shall provide the Services to the Client in accordance with these Terms and Conditions.

3.2    File Sanctuary shall provide the Services with reasonable skill and care.

3.3    File Sanctuary shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.

4.      Client obligations

4.1    Promptly following receipt of a written request from File Sanctuary to do so, the Client will provide to File Sanctuary such:

(a)    assistance and co-operation;

(b)    information and documentation;

(c)    access to the premises, computers and networks of the Client; and

(d)    legal, accountancy and taxation advice,

        as is reasonably requested by File Sanctuary for the purpose of enabling File Sanctuary to perform its obligations under these Terms and Conditions.

4.2    The Client shall be responsible for procuring any third party co-operation reasonably required by File Sanctuary to enable File Sanctuary to perform its obligations under the Contract.

5.      Deliverables

5.1    File Sanctuary shall deliver the Deliverables to the Client.

5.2    The Client must promptly, following receipt of a written request from File Sanctuary to do so, provide written feedback to File Sanctuary concerning File Sanctuary’s proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to the Client with that written request.

5.3    File Sanctuary shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable agreed by the parties in writing.

5.4    File Sanctuary warrants to the Client that:

(a)    the Deliverables will conform with the requirements as agreed in writing;

(b)    the Deliverables when used by the Client in accordance with these Terms and Conditions will not infringe the Intellectual Property Rights of any person.

6.      Acceptance

6.1    Within 10 Business Days following the delivery of Deliverables to the Client, the Client shall:

(a)    test or review the Deliverables to determine whether they comply with the Acceptance Criteria; and

(b)    notify File Sanctuary in writing of the results of such test or review, providing full details of any non-compliance with the Acceptance Criteria.

6.2    If the Client does not give to File Sanctuary a notice under Clause 6.1, within the period referred to in Clause 6.1, then the Deliverables shall be deemed to meet the Acceptance Criteria.

6.3    If the Deliverables do not comply with the Acceptance Criteria and the Client notifies File Sanctuary of the non-compliance in accordance with this Clause 6, File Sanctuary will have a further reasonable period agreed by the parties (of no less than 5 Business Days and no more than 20 Business Days) to remedy the non-compliance, following which the Client will repeat the tests or review.

6.4    If the Deliverables do not meet the Acceptance Criteria at the time of a second (or subsequent) round of acceptance tests or reviews under this Clause 6, then File Sanctuary shall be deemed to be in breach of these Terms and Conditions.

6.5    If the Client accepts or is deemed to accept the Deliverables under this Clause 6, then subject to Clause 17.1 the Client will have no right to make any claim under or otherwise rely upon Clause 5.4 unless the Client could not reasonably have been expected to have identified the breach of that provision during the testing or review process.

7.      Client Materials

7.1    The Client must supply to File Sanctuary:

(a)    the Client Materials that the parties from time to time agree in writing shall be supplied by the Client to File Sanctuary; and

(b)    any Client Materials reasonably requested by File Sanctuary from the Client in writing,

        in each case in accordance with any timetable agreed by the parties in writing.

7.2    The Client hereby grants to File Sanctuary a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Materials to the extent reasonably required for the performance of the obligations of File Sanctuary and the exercise of the rights of File Sanctuary under these Terms and Conditions, together with the right to sub-license these rights.

7.3    The Client warrants to File Sanctuary that the Client Materials 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.

8.      Intellectual Property Rights

8.1    File Sanctuary hereby grants to the Client a non-exclusive, worldwide, perpetual and irrevocable licence to copy, store, distribute, publish, adapt, edit and otherwise use the Deliverables (excluding the Third Party Materials and the Client Materials).

8.2    File Sanctuary shall ensure that the Third Party Materials are:

(a)    licensed to the Client in accordance with the relevant licensor’s standard licensing terms;

(b)    licensed to the Client on reasonable terms notified by File Sanctuary to the Client;

(c)    sub-licensed by File Sanctuary to the Client on reasonable terms notified in writing by File Sanctuary to the Client; or

(d)    sub-licensed by File Sanctuary to the Client on the basis of a non-exclusive, worldwide, perpetual and irrevocable licence to use the Third Party Materials in connection with the Deliverables,

        as determined by File Sanctuary.

9.      Charges

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

9.2    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 Client to File Sanctuary.

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

10.    Expenses

10.1  The Client shall reimburse File Sanctuary in respect of any Expenses, providing that File Sanctuary must obtain the prior written authorisation of the Client before incurring any Expenses.

10.2  File Sanctuary must collect and collate evidence of all Expenses, and must retain such evidence during the Term and for a period of 90 days following the end of the Term.

10.3  Within 10 Business Days following receipt of a written request from the Client to do so, File Sanctuary must supply to the Client such copies of the evidence for the Expenses in the possession or control of File Sanctuary as the Client may specify in that written request.

11.    Timesheets

11.1  File Sanctuary must:

(a)    ensure that the personnel providing Services, the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and

(b)    retain such records during the Term, and for a period of at least 12 months following the end of the Term.

11.2  Within 10 Business Days following receipt of a written request, File Sanctuary shall supply to the Client copies of such of the timesheets referred to in Clause 11.1 and in File Sanctuary’s possession or control as the Client may specify in that written request.

12.    Payments

12.1  File Sanctuary shall issue invoices for the Charges to the Client from time to time during the Term.

12.2  The Client must pay the Charges to File Sanctuary within the period of 7 days following the issue of an invoice in accordance with this Clause 12.

12.3  The Client must pay the Charges by debit card, credit card or direct debit.

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

(a)    charge the Client 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 Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

13.    Confidentiality obligations

13.1  File Sanctuary must:

(a)    keep the Client Confidential Information strictly confidential;

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

(c)    use the same degree of care to protect the confidentiality of the Client 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;

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

13.2  The Client 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 Client uses to protect the Client’s own confidential information of a similar nature, being at least a reasonable degree of care;

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

13.3  Notwithstanding Clauses 13.1 and 13.2, 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 are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

13.4  No obligations are imposed by this Clause 13 with respect to:

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

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

(c)    the Confidential Information of a party that 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; or

(d)    information that is independently developed by a party without reliance upon or use of any Confidential Information of the other party.

13.5  The restrictions in this Clause 13 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, or 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.

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

13.7  Following the date of effective termination of the Contract, and within 30 Business Days following the date of receipt of a written request from the other party, the relevant party must:

(a)    irreversibly delete from its media and computer systems all copies of the other party’s Confidential Information;

(b)    ensure that no other copies of the other party’s Confidential Information remain in the relevant party’s possession or control,

        subject in each case to any obligations that the relevant party has under the Contract to supply or make available to the other party any data or information, and providing that the relevant party shall have no obligation under this Clause 13.7 to delete or to cease to possess or control any of the other party’s Confidential Information to the extent that the relevant party is required by applicable law to retain that Confidential Information.

13.8  The provisions of this Clause 13 shall continue in force indefinitely following the termination of the Contract.

14.    Publicity

14.1  The Client must not make any public disclosures relating to the Contract or the subject matter of the Contract (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of File Sanctuary.

14.2  Nothing in this Clause 14 shall be construed as limiting the obligations of the parties under Clause 13.

15.    Data protection

15.1  Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

15.2  The Client 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.

15.3  The Client shall only supply to File Sanctuary, and File Sanctuary shall only process, in each case under or in relation to the Contract:

(a)    the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 1 (Data processing information) (or such other categories as may be agreed by the parties in writing); and

(b)    Personal Data of the types specified in Part 2 of Schedule 1 (Data processing information) (or such other types as may be agreed by the parties in writing).

15.4  File Sanctuary shall only process the Client Personal Data for the purposes specified in Part 3 of Schedule 1 (Data processing information).

15.5  File Sanctuary shall only process the Client 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 15.

15.6  File Sanctuary shall only process the Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

15.7  The Client hereby authorises File Sanctuary to make the following transfers of Client Personal Data:

(a)    File Sanctuary may transfer the Client Personal Data internally to its own employees, offices and facilities in the United Kingdom;

(b)    File Sanctuary may transfer the Client Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

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

15.9  Notwithstanding any other provision of the Contract, File Sanctuary may process the Client 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 Client of the legal requirement before processing, unless that law prohibits such information.

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

15.11 File Sanctuary shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Client Personal Data.

15.12 File Sanctuary must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, File Sanctuary shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Client 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 Client 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 15.

15.13 As at the Effective Date, File Sanctuary is hereby authorised by the Client to engage, as sub-processors with respect to Client Personal Data, the third parties identified in Part 5 of Schedule 1 (Data processing information).

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

15.15 File Sanctuary shall assist the Client 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 Client at its standard time-based charging rates for any work performed by File Sanctuary at the request of the Client pursuant to this Clause 15.15.

15.16 File Sanctuary must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay.

15.17 File Sanctuary shall make available to the Client all information necessary to demonstrate the compliance of File Sanctuary with its obligations under this Clause 15. File Sanctuary may charge the Client at its standard time-based charging rates for any work performed by File Sanctuary at the request of the Client pursuant to this Clause 15.17.

15.18 File Sanctuary shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client 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.

15.19 File Sanctuary shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of File Sanctuary’s processing of Client Personal Data with the Data Protection Laws and this Clause 15. File Sanctuary may charge the Client at its standard time-based charging rates for any work performed by File Sanctuary at the request of the Client pursuant to this Clause 15.19.

15.20 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 the Contract, then the parties shall use their best endeavours promptly to agree such variations to the Contract as may be necessary to remedy such non-compliance.

16.    Warranties

16.1  File Sanctuary warrants to the Client that:

(a)    File Sanctuary has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;

(b)    File Sanctuary will comply with all applicable legal and regulatory requirements applying to the exercise of File Sanctuary’s rights and the fulfilment of File Sanctuary’s obligations under these Terms and Conditions.

16.2  The Client 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.

16.3  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 and the applicable Statement of Work. Subject to Clause 17.1, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

17.    Limitations and exclusions of liability

17.1  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.

17.2  The limitations and exclusions of liability set out in this Clause 18 and elsewhere in these Terms and Conditions:

(a)    are subject to Clause 17.1; 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.

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

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

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

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

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

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

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

17.10 The liability of File Sanctuary to the Client 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 Client to File Sanctuary under the Contract in the 3 month period preceding the commencement of the event or events.

17.11 The aggregate liability of File Sanctuary to the Client under the Contract shall not exceed the greater of:

(a)    £100; and

(b)    the total amount paid and payable by the Client to File Sanctuary under the Contract in the 12 month period preceding the commencement of the event or events.

18.    Force Majeure Event

18.1  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.

18.2  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.

18.3  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.

19.    Termination

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

19.2  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 of the Contract, 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).

19.3  Subject to applicable law, 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 becomes incapable of managing his or her own affairs as a result of illness or incapacity; or

(ii)    that other party is the subject of a bankruptcy petition or order,

        and if that other party dies then the Contract shall automatically terminate.

19.4  File Sanctuary may terminate the Contract immediately by giving written notice to the Client if:

(a)    any amount due to be paid by the Client 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 Client at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 19.4.

20.    Effects of termination

20.1  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, 6.5, 8.1, 8.2, 10.2, 10.3, 11, 12.2, 12.4, 13, 14, 15, 16, 17, 20, 21, 24, 25, 26, 27, 28, 29, 30 and 31.

20.2  Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Contract shall not affect the accrued rights of either party.

21.    Status of Consultant

21.1  File Sanctuary is not an employee of the Client, but an independent contractor.

21.2  The termination of the Contract will not constitute unfair dismissal; nor will File Sanctuary be entitled to any compensation payments, redundancy payments or similar payments upon the termination of the Contract.

22.    Notices

22.1  This Clause 24 applies to all notices given or to be given under these Terms and Conditions, except where expressly provided otherwise in these Terms and Conditions.

22.2  Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

22.3  Any notice given by one party to the other party under these Terms and Conditions must be:

(a)    sent in a support ticket created at https://www.filesanctuary.net/help and receiving a ticket ID from the support ticket system in response, in which case the notice shall be deemed to be received within 1 Business Day;

(b)    sent by courier, in which case the notice shall be deemed to be received within 10 Business Days; or

(c)    sent by recorded signed-for post, in which case the notice shall be deemed to be received within 10 Business Days,

        using the relevant contact details set out in Clause 1.

22.4  The addressee and contact details set out in Clause 1 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 22.

22.5  A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

22.6  A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:

(a)    in the case of notices delivered in support tickets, within 1 Business Day;

(b)    in the case of notices sent by courier, within 10 Business Days;

(c)    in the case of notices sent by post, within 10 Business Days.

23.    Subcontracting

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

23.2  File Sanctuary shall remain responsible to the Client for the performance of any subcontracted obligations.

24.    Assignment

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

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

25.    No waivers

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

25.2  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.

26.    Severability

26.1  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.

26.2  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.

27.    Third party rights

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

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

28.    Variation

28.1  The Contract may not be varied except by means of a written document signed by or on behalf of each party.

29.    Entire agreement

29.1  The main body of these Terms and Conditions, Schedule 1 (Data processing information) and the Statement of Work 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.

29.2  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.

29.3  The provisions of this Clause 29 are subject to Clause 17.1.

30.    Law and jurisdiction

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

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

31.    Interpretation

31.1  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.

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

31.3  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.

31.4  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.