dataXchange is a data transfer platform, enabling you to transfer data files to and from your customers and suppliers, hereinafter referred to as "the Platform" The Platform is owned and managed by Pro-Active Business Information Ltd, 5b Terminus Road, Chichester, West Sussex, PO19 8TX, UK (UK Registration No: 358 9570), hereinafter referred to as "Pro-Active".
1.1 These Terms of Service govern the use of the Platform. By using the Platform you agree to be bound by the Terms of Service, the Notice and Take Down policy and the Privacy & Cookie Statements.
1.3 These Terms of Service supersede any and all prior oral and written quotations, terms, communications, agreements and understandings between you and Pro-Active.
2. The Platform
2.1 Pro-Active provides a subscription service that allows you to upload data files to send to your recipients or to receive data files from your recipients. You can find the current specific characteristics on the dataXchange website.
2.2 Pro-Active offers annual subscriptions. The subscription fees for the respective subscription terms can be found on the dataXchange website.
2.3 To use The Platform, payment for the subscription must have been paid in full, after which your dedicated Pro-Active account manager will take you through the setup process.
2.4 In case of any changes in contact details, you are requested to update the information on the subscriptions option or contact your account manager immediately.
2.5 We may change the content of the Platform or the subscription fee from time to time. Any price changes will apply to you no earlier than one month following our notice to you.
3. Payment Conditions
3.1 Subscriptions become active once payment has been received in full.
3.2 Depending on the payment method you use, the issuer of the payment method may charge you certain fees relating to the processing of your payment.
3.3 Pro-Active may suspend or cancel your subscription if a payment is not successfully settled, for instance in case of insufficient funds, expiration of credit cards, changed payment details or otherwise.
4. Term and cancellation of subscription
4.1 The subscription period is 12 months from receipt of payment.
4.2 A subscription may be cancelled, if a cancellation request is received in writing within the first 30 days of the subscription.
4.3 Upon cancellation, you will continue to have access to the Platform until the 30th day of your subscription, after which access to the platform will be suspended and you will receive a refund for 11 months of the 12 month subscription. You will then have no access to your data files, distribution contacts, dashboards or other Platform features.
4.4 You can reactivate your subscription at any time by making payment for a new annual subscription within four weeks after suspension. Your subscription will then be renewed as from the day of reactivation.
4.6 If you do not reactivate your subscription within the term set out in clause 4.4, your personal content, settings, address book and any files stored for transfer will be automatically and permanently deleted.
5.1 Any file transfer between you and recipients is treated confidentially. The Platform does not provide any public search function, catalogue or listing to find transfers that would be available.
5.2 Pro-Active will not look into your transfer or files, unless this is necessary and in line with our Privacy & Cookie Statement, for instance to provide you with (technical) support on your request or if we are by law obliged to do so.
6. File ownership, permissions and responsibility
6.1 Pro-Active does not claim any ownership of the contents of the files you transfer through the Platform. You are fully and solely responsible and accountable for the files you transfer through the Platform.
6.2 By using our Platform you guarantee that you have, for each file, all required permissions, including from copyright and other intellectual property rights holders, to distribute, transfer, store and/or make available online.
6.3 Pro-Active is not liable to you or any third party for any damages arising out of the content shared by you.
7.1 Pro-Active respects your rights and expects that you respect those of Pro-Active. This includes respecting the right to privacy, corporate intelligence and business secrets and intellectual property rights, such as trademarks, copyrights, trade names and logos.
7.2 You agree not to use the Platform to commit or promote, enable or facilitate unlawful or criminal acts or violations of these Terms of Service or facilitate or promote others to do so.
7.3 As a condition to make use of the Platform, you agree not to transfer, distribute or store any files that:
7.4 In addition, you agree not to:
7.5 Pro-Active reserves the right to investigate, provide to third parties, (temporarily) block and/or remove from its servers, without warning, any transfers and/or files and/or accounts or to block anyone from accessing any part of the Platform when Pro-Active ascertains, at their own discretion or after receiving substantiated and valid complaints, that you violate these Terms of Service or act in violation of any applicable law or regulation.
8.1 Pro-Active provides its services "AS-IS", without warranty of any kind. Without limiting the foregoing, Pro-Active explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. Pro-Active makes no warranty that the Services are available on an uninterrupted or error-free basis. Your use of the Platform is at your own risk. You acknowledge and agree that Pro-Active is not responsible for any damages to your computer system or the computer system of any third party that result from use of the Services and is not responsible for any failure of the Services to store, transfer or delete a file or for the corruption or loss of any data, information or content contained in a file.
9. Indemnity and Liability
9.1 You will defend, indemnify and hold harmless Pro-Active, including its employees and affiliates, from and against any claims, incidents, liabilities, procedures, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Platform or your violation of these Terms of Service, including any third party claims that files submitted to the Platform by you or through your account infringe or violate any third party rights.
9.2 Pro-Active is not liable for any damage or personal injury resulting from any use of the Platform. The limitation of liability referred to in this clause shall not apply if the liability for damage is caused by intent or gross negligence on the part of Pro-Active. In the event Pro-Active is liable for damage under mandatory law, Pro-Active's aggregate liability to you for any and all claims arising out of or in connection with the use of the Platform will in no event exceed the value of the subscription.
10. Applicable Law and Jurisdiction
10.1 These Terms of Service are governed by UK law. These Terms of Service will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your country of residence.
10.2 Any disputes regarding these Terms of Service will be submitted to the Court that has jurisdiction under UK law.