Terms and Conditions

These Terms set out the basis upon which Farillio Limited (company no. 10633658 whose registered office is located at 101 Finsbury Pavement, London, EC2A 1RS (“Farillio”, “Us”, “Our”, “We”) is prepared to allow you, a registered member (“You”, “Your”, “Yourself”) access to our platform and the online legal advisory services and content available on the platform at www.farill.io, unless Farillio has agreed different Terms with You in writing.

Definitions

Our Terms use the following definitions:

Agreement: the agreement between You and Farillio for the provision of the Services including access to Our Content and to our Pay As You Go Services, on the Terms set out below.

Authorised Users: means persons with unique login details provided by Us having permission to access the Software via Your Membership Account.

Confidential Information: means information that is disclosed in any format or by any means, including (without limitation) any content, document, image, record or other data and materials relating to the disclosing party's financial affairs or business, which is either marked confidential, or should be considered confidential considering the circumstances in which it has been disclosed.

Data Protection Legislation: (i) the Data Protection Act 1998 until such time as the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) is directly applicable in the UK and then (ii) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.

E-signature Legislation: Electronic Identification Regulation (EU/910/2014) (eIDAS Regulation) and applicable laws related to electronic signatures in the jurisdiction of the signatory.

Order: Your order for the Pay As You Go Services made via the Website.

Our Content: the content of the videos, documentation, templates and related materials created and made available to You via the Website.

Fees: the fees payable by You for access to Our Content or Pay As You Go Services, as specified at the time of Order or notified on the Website from time to time.

Membership Account: means Your account with unique login details provided by Us when signing up as a member of the Website.

Term: means the term of the Agreement.

Partner: our partner law firm(s) who provide Pay As You Go Services from time to time.

Pay As You Go Services: online advisory services delivered by a Partner via the Software from time to time, namely, Speak To A Lawyer and Draft It For Me.

Services: means access to the Software in order to request and receive services, including access to Our Content and to our Pay As You Go Services, and uploading Your Content to allow storage, shared access and modification.

Software: means the Farillio digital platform and associated software hosting Our Content and Your Content, located at www.farill.io or such other URL as may be specified by Farillio from time to time.

Terms: means these terms and conditions.

Virus: any thing or device (including any software, code, file or programme) that may: prevent, impair or otherwise adversely affect the operation of any software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

Website: means Our website available at www.farill.io, which hosts the Software.

Your Content: means the data and/or documentation owned and uploaded by You to the Website for the purposes of using our Services.

What do Our Terms do & how do they affect You?

Every good and lawful website has terms and conditions, so We have them too. These Terms describe how We will operate and how You are allowed to use Our Website.

Our Terms contain rights and obligations for both of us. They form a contractual Agreement between us. You should read them carefully. Using Our Website indicates Your acceptance of this Agreement and triggers the contractual relationship between You and Farillio.

Although these days, many websites have pretty standard terms and conditions, and You will not see much difference between them, You should still check what they say and ensure that You are happy about their impact on You, especially where You may be buying from that website or providing it with personal information about Yourself. It’s important to know that in the event of something going wrong on the Website, You’re protected.

Whether You take the time to read them carefully or not, terms and conditions will apply to You if You continue to use a website. It’s the same position with Our Website. By browsing and interacting with Our Website, You’re treated as having agreed to be legally bound by Our Terms across every part of Our Website. Together with Our Cookie Policy and Privacy Policy, these materials set out Our contractual relationship with You.

Any website that is accessible by a hyperlink or other connection from Our Website will be governed by its own separate set of terms and conditions and not Ours.

UK only

Our Website is intended for residents of the United Kingdom only. Other countries’ laws may restrict the distribution of the information and products available on Our Website, so the Website is not applicable to or aimed at residents of other countries. If You are a non-UK resident and You have chosen to access this Website from outside the UK, this is at Your own risk.

We want You to be happy

If You’re not happy with any of Our Terms, please leave Our Website immediately. It’s the only way You can prevent Our Terms from applying to You. You can ask us questions about Our Terms by contacting us at info@farill.io or by using the Website’s live chat feature.

Our Content and Your Content

We collaborate with great law firms to bring You the expert information comprising Our Content on Our Website. This means You can be confident in what You find here. However, while Our Content is for Your guidance and We hope You find it very helpful, it is not intended to be a substitute for legal advice and it is not legal advice of itself. For the avoidance of doubt, We are not a law firm and We do not provide any legal services or legal advice. No legal professional privilege applies to information You provide to us. However, our Partners may provide legal advice in accordance with their separate terms of engagement, which may also attract legal professional privilege. You’ll find their separate terms of engagement on our Website whenever you select our advisory Pay As You Go Services.

If You’d like some friendly advice or a chat, please get in touch. We can connect You with the resources and/or the right advisers to support Your particular needs via our Pay As You Go Services. You don’t have to use one of Our law firm Partners, of course, but We do recommend taking legal advice before making decisions or acting on Our Content.

We endeavour to keep Our Content up to date and accurate, and both We and Our expert Partners take this endeavour very seriously. This is not a contractual commitment, however. We must point out that Our Content only comprises legal information and We are not liable to You for any loss or damage caused by Your use of Our Content or delays, inaccuracies, errors or omissions in any of Our Content or materials available on Our Website, or that might arise in the transition, or delivery, of all or part, of any of these materials.

We take a lot of care over Our Content that We provide on Our Website. We want You to be delighted with it and to always find it relevant, user-friendly and valuable. So, as You’d expect, We own or hold the rights to the copyright on Our Website and Our Content. Please do not use Our Content or any material from this Website, including documentation, code and Software, in any way that infringes Our intellectual property rights in it; (we cover those particular rights in more detail at clause 9 below).

We agree to provide the Services and Our Content substantially in accordance with the Terms of this Agreement and with reasonable skill and care.

We will not be in breach of our commitment at clause 5.5 where any non-compliance with it is caused by use of the Services and/or Our Content contrary to Our instructions, or modification or alteration of the Services or Our Content by any party other than Us or Our duly authorised Partners. If the Services otherwise do not comply with our commitment at clause 5.5, We will, at Our expense, use reasonable endeavours to correct any such breach promptly, or to provide You with an alternative means of achieving the same outcome. If this happens, Our correction or substitution will fully satisfy Our obligations to You for any breach of Our clause 5.5 commitment and no other remedy will be required of Us. Farillio additionally makes no warranty regarding Our Content and We hereby disclaim all liability in relation to Your (or any Authorised User’s) use of and/or reliance on any of Our Content to the fullest extent permitted by law.

Farillio offers a service that allows You and Your Authorised Users and our Partners (if you instruct them to do so) to upload, store, share, and modify Your Content, whether based on Our Content or otherwise. While we agree to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, to keep Your Content secure, you agree that you are responsible for:

  1. ensuring Your Content complies with our Acceptable Use Standards (described more fully in clause 15 below) and

  2. the actions of Authorised Users that have access to Your Content and

  3. securing your login details and advising us of any security breach – You agree to take all reasonable steps to prevent access to Our Services, Our Content and Our Website, by any unauthorised users.

You agree that designated members of Farillio’s IT and security staff may have strictly limited access to Your Content, for the purposes only of maintaining and resolving any issues with Website functionality or security.

Our Pay As You Go legal products & services

Where You place an Order for the Pay As You Go Services to request advice from one of our law firm Partners, (all of whom are regulated by the Solicitors Regulation Authority):

  1. You’ll find applicable initial terms of engagement for each Partner at the following links for Speak To A Lawyer and Draft It For Me, and you’ll be asked to read and accept these Partner terms before You can confirm your request for the service and We can start actioning it. (This is a regulatory requirement that all professionally regulated firms must abide by and it is for your protection);

  2. to the extent there is ever any inconsistency between the Partner’s terms of engagement and these Terms, the Partner’s terms of engagement shall apply;

  3. You’ll need to complete the simple KYC/AML information that forms part of the standard Order process. We use Onfido Ltd’s KYC/AML identity confirmation service for these purposes. We may also provide a facility via our Website allowing You to confirm your acceptance of the Partner terms of engagement electronically although We shall not be a party to such contract;

  4. the Fees paid to Farillio for the Pay As You Go sessions are shared between Partner (90%) and Farillio (10%); and

  5. Farillio is entitled to a referral fee that is 10% of fees charged in respect of any services purchased by You from the Partner outside of any Pay As You Go Services. You hereby consent to the Partner providing Us with confirmatory details of final fees paid by You in respect of any matter on which you instruct them, so that the applicable referral fee can be calculated.

When You place an Order to receive Pay As You Go Services, this is subject to payment of the applicable Fee and acceptance of your Order by the Partner, as Farillio is not responsible for the provision of legal advice. If you do not attend your appointment at the allocated time slot, You shall forfeit the applicable Fee. However, You may cancel a booked appointment at least 4 hours in advance without forfeiting the Fee, provided that if you cancel within 4 hours of the appointment, We shall attempt to reschedule a suitable alternative time, at our discretion, and the applicable Fee shall still be payable. If You wish to cancel your Order for any Pay As You Go Services, this may be done within 14 days of ordering to obtain a refund of the applicable Fee, provided that You shall be liable for the Fee for any Services already received, in accordance with applicable law.

We are not a Claims Management Company and therefore do not provide services or charge referral fees with respect to Your personal claims as an individual for personal injury, mis-sold financial products and services, employment and redundancy claims as an employee, criminal injury, industrial injury, and housing disrepair.

Making changes

Changes to Our Website content: Occasionally, We will need to make changes to these Terms and Our right to do so is included in this Agreement. The version of our Terms that you are currently reading here is the most up-to-date version.

All changes will apply to Your use of Our Website. Simply by continuing to use Our Website after these changes are in place or indicating Your consent in another manner, You’ll be treated legally as having agreed to and accepted them.

Changes to Services: It’s possible that We might stop providing a particular Service on this Website. This agreement gives us the right to do that, and it will not leave us liable to You in any way for having removed it.

Changes to Fees and details of Services: Just like any business, We have the right to change the Fees and details of any of the Services on Our Website. We may do this immediately and without notice.

Availability

We want You to have access to Farillio whenever You need it, on any device and as quickly and easily as possible. That means We diligently monitor and protect Our Website, like all good businesses.

Maintenance, upgrades and other planned disruptions: Sometimes, We will need to interrupt the availability of Our Services to perform routine maintenance and upgrades. This Agreement gives us the right to do so. We will always strive to do this during low usage time periods and to keep these disruptions to a minimum, although this intention is not a contractual obligation.

Unscheduled disruptions: Because We are dealing with the internet, there will always be some things that We cannot control or guarantee and that may cause unscheduled disruption to the Website’s availability. Like all other good website providers, We provide Our Website on an ‘as available’ basis. This means that, if for any reason, Our Website is suddenly unavailable, at any time and for any period, We will not be liable to You, including for any loss, damage or inconvenience this causes You. Having said that, You can rest assured that even though We’re not contractually bound to do so, We will be working hard to prevent this from happening and to remedy any interruption in availability to You should this happen.

Passwords and Your Website security commitments: A limited part of Our Website is accessible to non-members, who do not need passwords or user identities to enjoy the publicly-available content provided.

If You are a registered member of Our Farillio community, You will have chosen or been provided with a user name, password and potentially other information as part of Our security procedures. Please use these responsibly and securely as they are strictly confidential. You must not disclose them to anyone else without Our express written permission. We do, however, consent to you sharing this password with up to three (3) Authorised Users and Your legal advisers (unless otherwise agreed in writing).

If You know or suspect that anyone other than You knows Your user identity and/or password, You agree to promptly notify us on info@farill.io and to immediately change Your password.

We have the right to suspend or to permanently deactivate Your access permissions at any time, if in Our opinion, You have not complied with any of these Terms, including the disclosure of these confidential access permissions.

If You are not a registered member or Authorised User, You do not have Our permission to enter the non-public parts of Our Website and We do not consent to You using the password and security access rights of one of Our registered members. You will be acting unlawfully and so will the member who has provided You with their access details

Copyright and other intellectual property

A huge amount of creative effort and expertise has contributed to the creation of this Website and Our Content. The designs, pictures, logos, photos, videos, documentation, information and Our Content on this Website are owned by or licensed to Us, unless otherwise stated. They have the protection of copyright, trade mark and other intellectual property rights.

You agree not to use any of Our Content and material on Our Website that would in any way infringe the intellectual property rights that protect that material and respect those creative and expert efforts.

We hereby grant You and your Authorised Users a licence to view, download and print material from this Website, which You may then use, copy, or reproduce for Your own internal business purposes. After all, We want You to benefit from and be empowered by what You find on Our Website. But if You use, copy, or reproduce any of Our Content or the material on Our Website outside the Terms of Your licence, You will break Our Agreement and act unlawfully. You will also be acting unlawfully and against the Terms of Our Agreement if You sell, give or distribute any of Our Content or materials on this Website to someone else without Our consent.

Except for Our Content that We’ve expressly provided to You (so You can complete, for example, Our legal templates), You mustn’t in any way modify Our Content that You print off or download from Our Website. The same rules apply to the other materials from Our Website, including illustrations, photographs, video or other multimedia.

In addition, You agree never to:

  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
  2. attempt to reverse compile, disassemble, reverse engineer all or any part of the Software or Our Content; or
  3. access all or any part of the Services in order to build a product or service that competes with the Services.

Data protection

We know that any personal information You share with us is important and that You trust us to keep that data safe. This is an expectation that We take very seriously. We want You to gain the most by joining and remaining a member of Farillio and tailoring Our Website experience and Our Services to suit Your circumstances, intentions and ambitions. In many cases, We recognise that providing us with personal data is part of and helps to refine that tailoring process. That’s why We will process all personal information that You supply to us in compliance with the terms of applicable Data Protection Legislation. You agree that by using Our Website, Your personal information will be handled as set out in Our cookie policy and privacy policy.

If and/or when You supply us with any personal information on Our website, for example, so that We can tailor Our Services and Your Website experience to Your circumstances and requirements, We will make clear to You, at that point of supply, how Your information will be used.

Subject to clause 9, You shall own all right, title and interest in and to all of Your Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Content.

Farillio shall follow industry standard back-up and archiving procedures for Your Content. In the event of any loss or damage to Your Content due solely to Farillio, Your sole remedy shall be for Farillio to use reasonable endeavours to restore the lost or damaged portions of Your Content from the latest back-up maintained by Farillio in accordance with the archiving procedure described in its back-up policy. Farillio shall not be responsible for any loss, destruction, alteration or disclosure of Your Content caused by any third party (except those third parties sub-contracted by Farillio to perform services related to Your Content maintenance and back-up).

If Farillio processes any personal data on Your behalf when performing its obligations under this Agreement, the parties record their intention that You shall be the data controller and Farillio shall be a data processor and in any such case:

  • both parties will comply with all applicable Data Protection Legislation;
  • Farillio shall:
    • process such personal data in accordance with its Privacy Policy and any additional instructions from You from time to time;
    • take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss;
    • ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
    • not transfer any personal data outside of the European Economic Area (EEA) unless it has complied with its obligations under applicable Data Protection Legislation in relation to the transfer;
    • assist You, at Your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • notify You without undue delay on becoming aware of a personal data breach;
    • upon Your written direction, delete or return personal data and copies thereof to You on termination of the Agreement unless required by applicable law to store the personal data; and
    • maintain complete and accurate records and information to demonstrate its compliance with this clause 10.5;
  • Your organisation:
    • consents to Farillio appointing third-party processors of personal data under this Agreement, provided that Farillio has entered or (as the case may be) will enter with each third-party processor into a written agreement incorporating terms that are either substantially similar to those set out in this clause 10.5 or, where the third-party processor will not negotiate terms with Farillio, substantially on that third party's standard terms of business. Farillio shall inform You of any intended changes to the identity of any third-party processor. Farillio shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 10.5;
    • acknowledges and agrees that Client personal data stored on the Website may be transferred outside the EEA to the extent it is accessed by users of the Website outside the EEA in relation to the provision of the Services under this Agreement;
    • shall ensure that it is entitled to transfer the relevant personal data to Farillio so that Farillio may lawfully use, process and transfer the personal data in accordance with this Agreement on Your behalf; and
    • shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing and transfer, and notified of their right to object to processing as required by all applicable Data Protection Legislation.

You shall ensure that, prior to using the Services, each data subject has consented to:

  1. Farillio extracting anonymised data from Your Content, which it may use to provide services to its clients from time to time; and
  2. the transfer of their personal data outside of the EEA.

Monitoring

We do lawfully monitor usage of Our Website by Our members, according to the terms of Our Cookie Policy and Privacy Policy. We do this to be able continuously to improve Your Website experience and Our products and services, and to ensure that Your needs are being well catered for. We may also do this to comply with the rules of any applicable regulatory or self-regulatory organisation.

Our liability

Whilst it’s unthinkable to us that anything We do on this Website could cause physical injury to anyone, by law, We are obliged to acknowledge that nothing in these Terms excludes or limits Our liability for death or personal injury arising from Our negligence, or Our fraud or fraudulent misrepresentation, or misrepresentation as to a fundamental fact, or for any other liability that cannot be excluded or limited by the applicable law.

To the extent permitted by law, We are also obliged to cover off the following express exclusions from Our liability:

  1. all conditions, warranties, representations or other terms that may otherwise apply to Our Website or any content on it, whether express or implied by statute, common law or the law of equity;
  2. any and all loss or damage to any user, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, caused by

    • use of, or inability to use, Our Website; or
    • use of, or reliance on, any content hosted on Our Website.
  3. Whatever the purpose of Your visit and however You intend to use the Website and its content, it is only provided for private business use. You agree not to use Our Website for any other purposes and We have no liability to You for:

    • loss of income, profit, revenue or savings; or
    • loss of business, including contracts; or
    • business interruption; or
    • loss of business opportunity, goodwill or reputation; or
    • loss of data; or
    • wasted management or office time; or
    • any other loss or damage of any kind, however it occurred, including indirect or consequential loss or damage, irrespective of whether it could have been foreseen or prevented.
  4. None of the content published on Our Website should be interpreted as a recommendation that You enter into a particular transaction, or that any particular product or service is right, suitable or appropriate for You.
  5. Certain products and/or services on this Website may involve significant risks and unless You have fully understood all such risks and independently determined that such transactions are appropriate for You, You should not enter into any transactions.
  6. None of the content on Our Website is legal, business, financial, regulatory, tax, accounting or other professional advice to You.
  7. We’ve developed this Website with expert advisers and taken the precautions that You’d expect us to take against cyber-attacks and Viruses. However, We are not liable to You for any loss or damage caused by a Virus, distributed denial-of-service attack or other technologically harmful material that may infect Your computer equipment, computer programmes, data or other proprietary material due to Your use of Our Website or to Your downloading of any content on it, or on any website linked to it.
  8. We aren’t and can’t be responsible for the content of websites linked to Our Website. Please do not interpret any links from Our Website to others as endorsements by us of those linked websites. When You activate these links, You will leave Our Website, at Your own risk. We can’t and won’t be liable for any loss or damage that may be caused by You accessing and using these linked sites.
  9. Farillio's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement shall be limited to the Fees received by Farillio from You during the 12 months immediately preceding the date on which the claim arose.
  10. Our Pay As You Go Services may contain different limitations and exclusions of liability that are applicable to the Partner terms of engagement for that particular service. We are not liable for any loss or damages by our Partners, as we are not a party to their terms of engagement with You. In the unlikely event you have a dispute with our Partners, you must contact them directly to resolve it in accordance with the applicable terms. While we shall not be a party to the dispute, you agree to notify Us of it as soon as possible.
  11. The Software includes a means for You and Authorised Users to sign documents with a simple electronic signature. While it is noted that most legal documents or templates available on the Website only require a simple electronic signature to be legally binding, there are certain types of agreements and documents that may require wet-ink signatures or qualified electronic signatures under E-signature Legislation (e.g. land transfers and agreements giving rise to stamp duties). It is also acknowledged that deeds requiring a witness should only be electronically signed in the presence of that witness. Further, consumer protection laws may require “consumers” to be provided with a physical copy of a document. You acknowledge that Farillio is not responsible for determining whether the particular document can be validly executed with an electronic signature under E-signature Legislation, and that You are responsible for obtaining your own legal advice in this regard. You also acknowledge that you have authority to sign on behalf of the person or entity you represent.

Partners

This Website belongs to us, Farillio. We partner with established and regulated law firms to provide Our products and services to You. Our current law firm Partners are set out below:

  • The Wilkes Partnership LLP is a limited liability partnership (Registered no OC364479). 41 Church Street, Birmingham B3 2RT
  • Stobbs IP Ltd, Endurance House, Vision Park, Chivers Way, Cambridge, CB24 9ZR
  • EIP Europe LLP, Fairfax House, 15 Fulwood Place, London, WC1V 6HU
  • 3D Regulatory, Queens Chambers, 5 John Dalton Street, Manchester, M2 6ET

Bugs, worms, Viruses, hacking and other offences

Please don’t hurt Our Website. And please don’t put Yourself at risk either. By browsing and otherwise using and interacting with Our Website, You agree not to damage or misuse Our Website in any way, including by knowingly introducing Viruses, worms, logic bombs or other material that is malicious and/or technologically harmful. This also means that You mustn’t attempt to gain unauthorised access to this Website, or attack it via a denial-of-service attack or a distributed denial-of-service attack. These activities are treated by law as a criminal offence under the Computer Misuse Act 1990 and the Police and Justice Act 2006. We will report any breach of these Terms to the relevant law enforcement authorities and We will co-operate with these authorities by disclosing Your identity to them. It follows that if You commit any of these activities, Your rights to use this Website will immediately and automatically cease.

Acceptable use standards

You’re Welcome to use Our Website as often as You like and for all lawful purposes. If You’re a member, We’re delighted You’ve chosen us and We never take Your custom for granted.

Our code of conduct for using Our Website: We do have a code of conduct for using Our Website. This is set out below and it clarifies what is acceptable behaviour for anyone using the Website. Unlawful and unacceptable activities and behaviour include the following:

  • using Our Website to transmit or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation, for example, ‘spam’;
  • using Our Website to transmit or procure the sending of any material that is defamatory of any person, obscene, offensive, inflammatory, sexually explicit, promotes discrimination or harassment based on sex, sexual orientation, gender reassignment, marital or civil partnership status, race, age, religion, infringes any copyright, database right or trade mark of any person, is likely to deceive any person, is in breach of any legal duty owed to a third party (for example, the duty of confidence), is threatening or abusive, is likely to harass, upset or embarrass any other person, misrepresents Your identity, or advocates or promotes any unlawful act.

Doing any of these prohibited acts in clause 15.2 is a material breach of these Terms. Whether someone has broken these Terms and has acted unacceptably is something that We may decide in Our absolute discretion. If We conclude that the Terms have been broken, We have the right to take such action as We consider necessary, which includes to immediately:

  1. temporarily or permanently remove Your right to use Our Website; and/or
  2. temporarily or permanently remove any posting or material uploaded by You to Our Website; and/or
  3. send You a warning requiring certain action on Your part and outlining the consequences.

Security

We take all reasonable steps to ensure that any personal information is kept secure. Because of the nature of the internet, however, We cannot and do not guarantee that personal information You provide will not be intercepted by others and decrypted. Please refer to Our Cookies and Privacy Policy.

Confidentiality and compliance with policies

Neither party shall, without prior written approval, disclose any Confidential Information belonging to and received from the other (including Your Content) to any third party (other than to its employees, contractors, advisers or Partners having a need to know for the purpose of this Agreement, and who are subject to nondisclosure obligations no less onerous than the Terms of this Agreement, prior to their receipt of the Confidential Information) or use any such Confidential Information for any purpose other than in accordance with this Agreement. This obligation shall not apply to Confidential Information that is: (i) in the public domain other than due to a breach of an obligation of confidence; (ii) known to both parties prior to disclosure; or (iii) required to be disclosed by law.

You agree that Farillio shall be entitled to refer to You to publicise and describe its business.

Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the Terms of this Agreement.

In performing Your obligations under this Agreement and using the Services and accessing Our Content or Your Content, You shall comply with Our cookie policy, privacy policy and any other policy notified by Us to You.

Indemnity

Where use of the Services, Our Content and Your Content breaches the Terms of this Agreement or Your Content infringes the intellectual property rights of any third party, You agree to defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with Your (and Your Authorised Users’) use of the Services, Our Content, and Your Content.

Term and termination

This Agreement shall, unless otherwise terminated as provided in this clause 19, commence on the date entered into and shall continue for the Term.

Without affecting any other right or remedy available to Us, We may terminate this Agreement with immediate effect by giving written notice to You if You:

  1. fail to pay any amount due under this Agreement on the due date for payment, and You remain in default for 30 days or more after being notified in writing to make such payment;
  2. commit a material breach of any other term of this Agreement and that breach is irremediable or, if such breach is remediable, You fail to remedy that breach within a period of 30 days after being notified in writing to do so;
  3. suspend, or threaten to suspend, payment of Your debts, or You are unable to pay Your debts, or You inform us that You are unable to pay Your debts, or that You are treated as being unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986; and/or
  4. pass a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect, or become or are declared insolvent, or convene a meeting of, or make or propose to make any arrangement or composition with, Your creditors, or have a liquidator, receiver, administrator, trustee or similar officer appointed over any or all of Your assets or cease, or threaten to cease, to carry on business.

On termination of this Agreement for any reason:

  1. all licences granted under this Agreement shall immediately terminate and You shall have no further use of the Services or access to Our Content;
  2. You shall return and make no further use of any equipment, passwords and other items (and all copies of them) belonging to Us;
  3. Farillio shall provide you with an opportunity to download any of Your Content that it holds within 30 days of termination of this Agreement. Farillio may destroy or otherwise dispose of Your Content after that 30-day period, provided that You have, at that time, paid all relevant amounts outstanding at termination (whether or not due at the date of termination). We don’t anticipate incurring expenses in relation to this arrangement, but to the extent that We do, You agree to pay all reasonable expenses that We incur in returning or disposing of Your Content;
  4. You will pay all outstanding Fees due to Farillio pursuant to this Agreement; and
  5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement, which existed at or before the date of termination, shall not be affected or prejudiced.

In addition to those provisions, which by their nature are intended to survive any termination of this Agreement, clauses 5, 6, 9, 10, 12, 17, 18, 19 and 22 of this Agreement shall survive such termination or expiration.

Force majeure

We shall have no liability to You if prevented from or delayed in performing Our obligations under this Agreement, or from carrying on its business, by acts, events or omissions beyond Our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our staff or any other party), failure of a service, transport, telecommunications or internet network, act of God, war, riot, civil commotion, malicious damage, terrorism (or threats thereof), compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You are notified of such an event.

General

No variation of this Agreement shall be effective unless it is in writing and signed by the parties.

No failure or delay to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

You shall not, without Our prior written consent, assign, transfer or sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

We may assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under this Agreement.

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by first-class post or recorded delivery to the other party at its address or sent to the party’s last known email address as may have been notified by that party for such purposes. A notice shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

Which law applies?

The laws of England and Wales apply to these Terms. So any dispute or claim that is made in connection with this Agreement will be governed by and interpreted according to those laws. It is also agreed here that the courts of England and Wales also have an irrevocable, exclusive jurisdiction over any disputes concerning these Terms.

Getting in touch, asking questions

We are always keen to hear from You. If You have any feedback, queries or concerns about Your use of Our Website or these Terms, please contact us on info@farill.io or You can use Our live chat service on this Website.

Complaints

We work really hard to bring You an experience that positively exceeds Your expectations at all times. If You’re feeling dissatisfied about any part of Your experience, including in relation to the way We handle Your personal information, please write to Our head of customer relations on complaints@farill.io or Farillio Limited, 101 Finsbury Pavement, London, EC2A 1RS.