The following terms ("the Terms") govern the provision and your use of any Depositit or third party provided service (called the "Service"). Please read the Terms carefully before registering for the Service. You accept the Terms by clicking the "YES, I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS" button at time of software installation.

Please note that the process for third party provided services may differ slightly. Furthermore, in the case of third party provided services, you agree that Depositit are not the provider of these services/products. Depositit are a reseller only and any terms and conditions applicable for the use of the services or products are agreed between you and the third party provider.

If you have been provided the Service as a benefit of your Insurance, additional Terms and Conditions may apply to your use of the Service. These will be set out in your insurance policy documents. Your use of the Service runs in parallel with your insurance policy and for the avoidance of doubt the Service will be terminated upon the cancellation of your insurance policy.

 

1. ACCESS

Access to the Service will be provided to you, once you have accepted the Terms and completed the registration process. On registration you will select a Username & Password. Your use of the service account in any manner, which is prohibited by these Terms, may result in termination or suspension of the Service.

You are responsible for the security of your password. We reserve the absolute right to suspend, terminate, or modify, for any or no reason, any User ID and/password provided to you for use with the Service.

If you have any queries concerning the Service or your account, you should contact customer care by emailing care@depositit.com

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2. LICENCE

You are granted a non-exclusive, non-transferable, revocable licence with effect from your acceptance of the Terms to use the Service and any software incorporated therein ("the Software").

Save for the limited licence provided for above, you shall have no proprietary or other interest or rights in the Service.

You shall not without our prior written consent (other than to the strict extent that such act cannot be restricted by law):

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• copy the whole or any part of the Software (save for one copy for back-up purposes only);

• modify, merge or combine the whole or any part of the Software with any other software;

• assign, transfer, distribute, sell, lease, rent, sub-licence, charge or otherwise deal in or encumber the Software;

• adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Software.

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3. CHANGES TO SERVICE

The Terms may be changed (including any reasonable change to the charges for use of the Service) at any time provided that any change to charges will only take effect 30 days after being posted on the website from time to time.

Depositit reserves the right to change, revise or modify the terms at any time posting the amended terms on the website. Any amended terms shall automatically be effective upon posting. Your continued use of the service will signify your acceptance of the revised terms. If you do not accept the revised terms, your sole and exclusive remedy is to discontinue using the Service. The latest terms will be viewable on the website and you should always review them prior to using the Service and website.

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4. CHARGES & PAYMENTS

You will be charged in line with the subscription charges applicable for the level of service required. This will be payable annually in advance or monthly in arrears depending on the service subscribed to. Such sums are expressed to be exclusive of VAT. All amounts owed will be invoiced to you on an annual or monthly basis depending on the contract type subscribed to.

When paying by credit or debit card, you must provide your card information for initial usage. Ongoing fee payments will be collected automatically from your credit or debit card. All charges you incur for use of the Service will be charged to your account in accordance with the credit or debit card information you provide. If we do not receive payment from the card issuer, you agree to pay us all amounts due upon demand.

The service will automatically upgrade the level of storage according to your individual requirements. This means that should you use more storage than you have paid for, your account will be upgraded to accommodate this increased storage requirement. Additional storage will be invoiced for and payment will be made as per your selected payment method and/or automatically debited from the credit or debit card provided at the time of subscription (if paying by this method). These upgrade payments are in accordance with the payment table on the Depositit website and are charged pro-rata to the amount of time remaining on the annual contract or in the case of monthly payments will correspond to the monthly charges applicable for the storage used in that month.

Commercially reasonable actions to validate your credit or debit card details may be taken. If for any reason your credit or debit card cannot be validated or the transaction is prevented from occurring or we do not receive payment by any other method Depositit will make all reasonable endeavours to make you aware of this. If, following these endeavours no effort is made to remedy the situation by the subscriber and the transaction remains outstanding for longer than 30 days Depositit reserve the right to suspend or even terminate the account at this time.

We accept no responsibility if your business, data, servers or workstations are put at risk as a result of any data loss or digital threat if we have not received payment and terminated your account.Please note that even if your account is suspended or shut down you will still be liable for all outstanding payments. In addition, a minimum GBP50 + VAT administrative fee will be added to your outstanding invoice.

Please also note that if you pay monthly for the service and we are unable to collect payment after 30 days, the monthly payment option may be revoked and full payment may be requested for the entire balance of the remaining contract term. This will be calculated by taking the monthly premium owed multiplied by the number of months left unpaid until the renewal date. In addition a GBP40 + vat administrative fee for late payment will be added.

We reserve the right to change the monthly / annual amount payable by you by providing you with 14 days written notice prior to collection of any payment including that by credit or debit card.

Please be aware that card payments are collected via WorldPay secure payment services and the Depositit transaction will appear on your statement as "WP - Automated Backup".

We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.

In the event that you elect to take out any third party services marketed by Depositit such as the 'Phone Redirect', 'Office Relocation' 'C360' or any other third party Services then you acknowledge that Depositit acts as an introducer to the independent companies providing these Services and that you msy also be bound separately by the Payment Terms offered by those companies for their Services.

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5. YOUR RESPONSIBILITIES

You unconditionally agree:

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• to notify us promptly by e-mail if you suspect unauthorised use of the Service. Until you notify us, you remain responsible for such unauthorised use;

• to provide accurate and complete registration information (including, but not limited to, your name, postal or e-mail address, phone number, credit or debit card information) and to promptly report any changes in such information to us;

• that you are responsible for providing and maintaining all computer equipment and software necessary for you to access the Service;

• not to resell, remarket, or otherwise redistribute any portion of the Service;

• to comply with all applicable laws, regulations, or conventions, including, but not limited to, those related to child pornography, gambling or gaming, obscenity, securities, intellectual property rights, data privacy, import/export of data and taxes, or misleading or deceptive conduct.

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You warrant that by registering for and continuing to use the Service that you are of legal age and capacity.

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6. TERM AND TERMINATION

Unless otherwise stated you agree that the Service shall be provided for a minimum period of one year ("the Initial Term") commencing on the date on which you confirm acceptance of the Terms and shall continue thereafter for successive 12 month terms ("Renewal Terms") unless and until you notify us in writing at least thirty (30) days prior to the end of the Initial Term or any of the Renewal Terms.

If you require that we cease to provide The Service by notifying us of that fact in writing at any time prior to the expiry of the Initial Term or Renewal Terms (other than for our default), no refund will be offered irrespective of whether or not you actually use the Service. In addition, if you pay monthly for the Service and cancel part way through the contract full payment will be requested for the entire balance of the remaining contract term. This will be calculated according to the monthly premium owed or most recently paid multiplied by the amount of months left unpaid until the renewal date.

We confirm every cancellation request within 5 days. For the avoidance of doubt no request for cancellation of the Service shall be valid unless confirmed by us. If you do not hear from us within this time you should assume we did not receive your request and you should contact us again.

Furthermore, we may withdraw the Service or you may require that we cease to provide the Service if:-

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• either of us commits any material breach of the Terms and fails to remedy such breach within thirty (30) days after receipt of written notice of the same except in the case of failure to pay in which case the period is five (5) days;

• any party becomes or is deemed insolvent, ceases to trade or has a liquidator, receiver, manager, administrator or administrative receiver or similar office appointed in respect of the whole or part of its business or enters into any arrangement or composition with its creditors or is wound up otherwise than for the purpose of a solvent amalgamation or reconstruction where the resulting entity assumed all of its obligations, or is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986, or is made bankrupt, or undergoes a similar or analogous event in any jurisdiction.

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Termination Consequences

In the event of termination of these Terms in accordance with this Clause 6, your account will be closed and you data will be immediately removed from our servers and destroyed.

If you wish to cancel your account without being charged you are required to notify us within any trial period of your chosen subscription package, or prior to the date of your account renewing in accordance with this Clause 6. For the avoidance of doubt, Depositit contract terms are rolling and you are therefore responsible for notifying us of your intent to cancel the service. If we do not receive this notification from you prior to the date of your account renewing then your account will be deemed to have renewed and full payment for the service will be due as per these Terms.

In the event that you elect to take out any third party services marketed by Depositit then you will be bound separately by the Terms and Conditions of use of those Services - specifically if the period of termination notice differs from Depositis proprietary Services.

Please note for those subcribing to use the C360 solution the termination notice period is 90 days from the 1st day of the month following the notice of termination.

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7. DISCLAIMER OR WARRANTIES

Whilst we agree to use all reasonable endeavours to maintain the Service we give no warranties whatsoever in this regard and your sole remedy in the event that we do not maintain a reasonable service shall be to terminate the provision of the Service.

Except as set out expressly in these Terms, we do not make or give any condition, warranty or representation, whether express or implied, arising by statute, common law or otherwise, including but not limited to any implied terms, warranties or conditions of completeness, accuracy, satisfactory quality, merchantable quality or fitness for a particular purpose or the exercise of reasonable skill and care in relation to the Service, hereunder and all such conditions, warranties or terms are hereby expressly excluded.

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8. LIMITATION OF LIABILITY

Your sole right and exclusive remedy and our exclusive liability in the event of any breach of the Terms, or if you are dissatisfied for any reason with the Service or any guidelines or policies, is to require the cessation of the Service as provided in Clause 6 (Termination) and to recover your direct damages up to a maximum of the amount you have paid for the Service during the period from the date of commencement of the Term to the date of termination.

This includes any third party services marketed by Depositit such as the 'Phone Redirect or 'Office Relocation' Services whereby Depositit has acted in good faith as an introducer between you and the independent companies providing these Services - if these companies are unable to provide the Services for whatsoever reason our exclusive liability to you is to recover a pro rata apportionment of any funds already paid to Depositit for the relevant Service at issue.

We shall not have any other liability whatsoever to you and shall not be liable for any misrepresentation (save where fraudulent) or be liable in contract tort or otherwise for any indirect or consequential loss, loss of revenue, loss of profits, loss of business or goodwill, loss or damage due to corruption of data, loss of opportunity, howsoever caused, which arises out of or in relation to these terms and conditions and/or the provision of the Service.

Nothing in the Terms shall exclude or limit either party's liability for death or personal injury arising from its negligence or that of its servants, agents or employees.

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9. INDEMNITY

You agree to defend, indemnify and hold us, our affiliates, contractors, service providers, employees, agents harmless, from and against any and all liabilities, cost and expenses, including reasonable attorneys' fees related to or arising from, any breach by you of the Terms, failure by you to perform your obligations, your use of the Service.

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10. GENERAL

These Terms constitute the entire agreement between you and us, superseding any prior oral or other agreements about the Service.

Your use of the Service after the effective date of a change of the Terms constitutes your continued acceptance of the Terms and the Service, as amended.

If any provision of these Terms is determined to be invalid, all other provisions remain in force

You should send all written notices relating to the Service to: Depositit, 78 York Street, London W1H 1DP, United Kingdom.

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11. GOVERNING LAW

These Terms will be governed by English Law and disputes relating to them will be submitted to the exclusive jurisdiction of the English courts.