These are the legal terms and conditions (Terms) on which we sell any of the products (Products) and provide any of the services (Services) listed on our website (our site) to you as a business customer.
If you are a home user, please read the Terms & Conditions for Consumers.
These Terms will apply to any contract between us for the sale of Products or the delivery of Services to you (Contract) however please note that the Filestream Software Licence Agreement (the Software Licence) applies to your purchase of any Filestream software. If there is any conflict with these terms the terms of the Software Licence will prevail. You can find the Software Licence at [INSERT LINK].
1. INFORMATION ABOUT US
1.1 We operate the website www.filestreamsimplicity.com. We are Filestream Ltd, a company registered in England and Wales under company number 05138759and with our registered office at 3 Kitsmead Lane Longcross Chertsey Surrey KT16 0EF. Our main trading address is Trinity Court, Molly Millars Lane Wokingham Berkshire. Our VAT number is 912 9286 14.
1.2 Contacting us. You may contact us by telephoning our customer service team at 0118 9893771 or by e-mailing us at [email protected] If you wish to give us formal notice of any matter in accordance with these Terms write to us at Filestream Ltd Trinity Court Molly Millars Lane Wokingham Berkshire RG41 2PY
1.3 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
1.4 All sizes, weights, capacities, dimensions and measurements indicated on our site have a % tolerance.
1.5 The packaging of the Products may vary from that shown on images on our site.
2. OUR SERVICES
2.1 We will:
(a) provide in all material respects the services and deliverables in accordance with the description and specification (together the Specification) of those services and deliverables (together the Services) as are confirmed in writing by us to you;
(b) use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
(c) have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event; and
(d) warrant to you that the Services will be provided using reasonable care and skill.
3. YOUR OBLIGATIONS IN RELATION TO OUR SERVICES
3.1 You shall:
(a) ensure that the terms of your order and any information you provide in the Specification are complete and accurate;
(b) co-operate with us in all matters relating to the Services;
(c) provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us;
(d) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(e) prepare your premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
(g) keep and maintain all materials, equipment, documents and other property of ours (Supplier Materials) at your premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation
3.2 If our performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Default):
(a) we shall without limiting our other rights or remedies have the right to suspend performance of the Services until you remedy your Default, and to rely on your Default to relieve it from the performance of any of its obligations to the extent your Default prevents or delays our performance of any of its obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your Default.
4. BUSINESS CUSTOMER ACKNOWLEDGEMENTS
4.1 You confirm that you have authority to bind any business on whose behalf you use our site to purchase Products or Services.
4.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
5.1 Our site will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
5.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.3.
5.3 In relation to:
(a) Products, we will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation) and the Contract between us will only be formed when we send you the Dispatch Confirmation; and
(b) Services, we will confirm our acceptance to you by sending you an e-mail that confirms that the Specification is agreed and the Contract between us will only be formed when we send you an agreed Specification.
5.4 If we are unable to supply you with a Product or Service, for example because we can no longer provide the Service or a Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 10.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible. If you have already paid for the Services, we will refund you the full amount less the cost of any Services that were provided, as soon as possible.
6. OUR RIGHT TO VARY THESE TERMS
6.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
6.2 Every time you order Products or Services from us, the Terms in force at the time of your order will apply to the Contract between you and us.
6.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements or to accommodate changes to the Products or Services.
7. DELIVERY OF PRODUCTS7.1 We will c
ontact you with an estimated delivery date, which will be within 30 days after the date of the Dispatch Confirmation (the date on which we e-mail you to confirm our acceptance of your order)]. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 17 for our responsibilities when this happens.
7.2 Delivery of an Order shall be completed when we deliver the Products to the address you gave us and the Products will be your responsibility from that time.
7.3 You own the Products once we have received payment in full, including all applicable delivery charges.
8. INTERNATIONAL DELIVERY
8.1 If you order Products from our site for delivery to an International Delivery Destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
8.2 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
8.3 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
8.4 We do not provide Services outside of the UK.
9. PRICE OF PRODUCTS AND DELIVERY CHARGES
9.1 The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 9.5 for what happens if we discover an error in the price of Product(s) you ordered.
9.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
9.3 The price of a Product [excludes VAT (unless otherwise stated in the check out process)] at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
9.4 The price of a Product does not include delivery charges. Our delivery charges, if applicable, are as advised to you during the check-out process, before you confirm your order.
9.5 It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a) where the Product’s correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you; and
(b) if the Product’s correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Product and refund you any sums you have paid.
10. HOW TO PAY FOR PRODUCTS AND SERVICES
10.1 You can only pay for Products using a debit card or credit card. We accept the following cards: [ Diners, JCB, Master Card Credit / Debit, Maestro, UKDM, Union Pay Credit / Debit, Visa Credit / Debit, Visa Electron, Vpay.]
10.2 Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order for Products or agree the Specification of the Services.
11. CHARGES FOR SERVICES
11.1 The charges (Charges) for the Services shall be on a time and materials basis:
(a) the Charges shall be calculated in accordance with our standard daily fee rates, as set out in the Specification
(b) our standard daily fee rates for each individual are calculated on the basis of a eight-hour day from 9.00 am to 5.00 pm worked on Business Days;
(c) we shall be entitled to charge an overtime rate of an additional 50 per cent of the standard daily fee rate (100 per cent for Sundays) on a pro-rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 11.1(b); and
(d) we shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
11.2 We reserve the right to increase our standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. We will give you written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to you, you shall notify us in writing within 1 week of the date of our notice and we shall have the right without limiting our other rights or remedies to terminate the Contract by giving 2weeks’ written notice to you.
11.3 We shall invoice you for the Services 50% prior to the Services commencing and 50% on completion.
12.1 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under a Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Products or Services at the same time as payment is due for the supply of the Product or Services.
13. DEFAULT INTEREST AND SET OFF
13.1 If you fail to make any payment due to us under a Contract by the due date for payment , then you shall pay interest on the overdue amount at the rate of 4% per cent per annum above our clearing bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
13.2 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting its other rights or remedies, set off any amount owing to it by you against any amount payable by us to you.
14. OUR WARRANTY FOR THE PRODUCTS
14.1 For Products which do not have a manufacturer’s guarantee, we provide a warranty that on delivery and for a period of  months from delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 14.2.
14.2 The warranty in clause 14.1 does not apply to any defect in the Products arising from:
(a) fair wear and tear;
(b) wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
(c) if you fail to operate or use the Products in accordance with the user instructions;
(d) any alteration or repair by you or by a third party who is not one of our authorised repairers; or
(e) any specification provided by you.
15. OUR LIABILITY
15.1 We only supply the Products for internal use by your business, and you agree not to use the Product for any resale purposes.
15.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective products under the Consumer Protection Act 1987.
15.3 Subject to clause 15.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
15.4 Subject to clause 15.2, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 120% of the price of the Products or Services.
15.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products or Services are suitable for your purposes.
16. EVENTS OUTSIDE OUR CONTROL
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 16.2.
16.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
16.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
16.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
17. TERMINATION OF A CONTRACT FOR SERVICES
17.1 Without limiting its other rights or remedies, either party may terminate the Contract for Services by giving the other party 1 month’s written notice.
17.2 Without limiting its other rights or remedies, either party may terminate the Contract for Services with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) 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
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) the other party (being an individual) is the subject of a bankruptcy petition or order;
(e) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(f) the other party’s financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
(g) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
17.3 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
17.4 Without limiting its other rights or remedies, we may suspend provision of the Services under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 18.2(b)) to clause 18.2(g), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
18. CONSEQUENCES OF TERMINATION OF CONTRACT FOR SERVICES
18.1 On termination of the Contract for Services for any reason:
18.2 you shall immediately pay to us all of of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
18.3 you shall return all of the Supplier Materials and any deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
18.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
18.5 clauses which expressly or by implication survive termination shall continue in full force and effect.
19. COMMUNICATIONS BETWEEN US
19.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
19.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
19.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our main trading address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
19.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
19.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. OTHER IMPORTANT TERMS
20.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this webpage if this happens.
20.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
20.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
20.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20.6 A Contract 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 and construed in accordance with the law of England and Wales.
20.7 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).