Terms of service

1. Definitions

"Customer" means the organisation subscribing to the service. "Customer Content" means documents, files, metadata and other material uploaded to the service by the Customer or its Users and Guests. "User" means a named individual at the Customer occupying a seat. "Guest" means a person invited to access a room who does not occupy a seat. "Service" means the Vaultline platform, applications and APIs.

2. The agreement

These terms, together with the order form, the data processing agreement and the acceptable use provisions in section 6, form the whole agreement. By creating an account or using the Service, the Customer accepts them. The individual accepting confirms they have authority to bind the Customer.

3. The service we provide

We grant the Customer a non-exclusive, non-transferable right to use the Service during the subscription term, for its internal business purposes and for exchanging documents with its own clients and counterparties.

We will provide the Service with reasonable skill and care, in accordance with the security measures described on our security page and in the data processing agreement. On Business and Enterprise plans we commit to 99.9% monthly availability, with service credits as the sole remedy for shortfalls, calculated as 10% of the monthly fee for each full percentage point below the commitment, capped at 50% of that month's fee.

We may modify the Service, but we will not materially degrade a core feature during a paid term without at least 90 days' notice, and the Customer may terminate and receive a pro-rata refund if we do.

4. Customer obligations

• Keep credentials secure and ensure Users do not share accounts.
• Configure permissions, expiry and retention appropriately for the sensitivity of the content. We provide the controls; the Customer decides how to use them.
• Ensure it has the right to upload Customer Content and to grant access to the Guests it invites.
• Remain the controller of personal data within Customer Content and be responsible for the lawfulness of that processing.
• Notify us promptly of any suspected unauthorised access to its account.

5. Ownership of content

Customer Content remains the Customer's. We claim no ownership over it and acquire no licence beyond what is necessary to provide the Service — storing, transmitting, rendering and backing it up on the Customer's instructions.

We do not access Customer Content except as strictly required to provide the Service, to comply with a valid legal obligation, or under a customer-authorised break-glass procedure which is logged and notified. We do not use Customer Content to train machine learning models, our own or anyone else's.

6. Acceptable use

The Customer must not, and must not permit others to:

• Use the Service to store or distribute unlawful material, malware, or content that infringes the rights of others.
• Attempt to access another tenant's data, circumvent access controls, or probe the Service's security other than under our responsible disclosure policy.
• Resell or provide the Service to third parties as a standalone offering, except under a written partner agreement.
• Use the Service in a manner that materially degrades it for other customers.
• Reverse engineer the Service, except to the extent that restriction is prohibited by applicable law.

We may suspend access where use presents a genuine and immediate risk to the Service or to others. We will notify the Customer, limit suspension to what is necessary, and restore access as soon as the risk is resolved.

7. Fees and payment

Fees are set out in the order form, quoted in EUR and exclusive of VAT. Annual plans are invoiced in advance and payable within 14 days; monthly plans are charged in advance to a card. Seats added mid-term are charged pro rata; seats removed take effect at renewal.

We may increase prices at renewal with at least 60 days' notice. Overdue amounts accrue interest at the statutory rate. We will not suspend an account for non-payment without at least 14 days' written notice and a reasonable opportunity to resolve it.

8. Term, termination and exit

Subscriptions run for the term in the order form and renew automatically for equivalent periods unless either party gives notice at least 30 days before renewal. Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately on the other's insolvency.

On termination. The Customer may export all Customer Content, including the room index and full audit log, at any time during the term and for 30 days afterwards. We then delete Customer Content from production systems within 60 days, and from backups within a further 35 days as they age out. We will confirm deletion in writing on request. We will not hold Customer Content hostage over a commercial dispute.

9. Confidentiality

Each party will protect the other's confidential information with at least the care it applies to its own, and will not disclose it except to personnel and advisers who need it and are bound by equivalent obligations. These duties survive termination by five years, and indefinitely for Customer Content.

10. Warranties and disclaimers

We warrant that we have the right to provide the Service and that it will perform materially as described in our documentation. To the extent permitted by law, and without limiting the express commitments in this agreement, other warranties are excluded. We do not warrant that the Service will be uninterrupted or entirely error-free.

11. Liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that, each party's total aggregate liability arising out of this agreement is limited to the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim. Neither party is liable for indirect or consequential loss, or for loss of profit, revenue or anticipated savings.

The cap does not apply to the Customer's obligation to pay fees, to either party's breach of confidentiality, or to our liability for a personal data breach caused by our failure to meet our obligations under the data processing agreement, which is limited instead to the greater of €1,000,000 or three times the fees paid in the preceding 12 months.

12. Data protection

Our data processing agreement applies to all personal data within Customer Content and forms part of this agreement. It is available pre-signed from account settings, or negotiable for Enterprise customers. Where it conflicts with these terms in respect of personal data, the data processing agreement prevails.

13. Publicity

We will not name the Customer, use its logo, or describe its use of the Service in any public material without prior written consent, which may be withdrawn at any time.

14. General

Neither party is liable for failure to perform caused by events genuinely beyond its reasonable control, provided it mitigates and resumes promptly. Notices must be in writing and are effective on delivery, with legal notices to legal@fileshare-portal.com and to the registered address.

Neither party may assign this agreement without consent, except to an affiliate or an acquirer of substantially all its business. If a provision is held unenforceable, the rest continues in force. A failure to enforce a right is not a waiver of it.

This agreement is governed by the laws of Estonia. The parties submit to the exclusive jurisdiction of the courts of Harju County, Tallinn, without prejudice to either party's right to seek injunctive relief in any competent court.