Terms of Service

1. Parties and Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between IronFell DPS Ltd, a company registered in England and Wales ("IronFell", "we", "us"), and the entity or individual accepting these Terms ("Customer", "you").

Where the Customer is a company or other legal entity, the individual accepting these Terms warrants that they have authority to bind that entity. These Terms apply to all use of our website, platform, and services, including our IronFell DC, IronFell SaaS, IronFell Cloud, and IronFell Recover products.

2. Services

IronFell provides managed data protection, backup, and recovery services as described on our website and in any applicable Order Form or Statement of Work ("Services"). The specific scope, service levels, and pricing applicable to your Services are set out in your Order.

We reserve the right to modify, update, or discontinue features of the Services, provided that we will give you reasonable prior notice of any material changes that adversely affect your use of the Services. We will not make changes that materially degrade the core functionality of Services for which you have a paid subscription during your subscription term without your consent.

3. Account Registration

To access certain Services you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You must notify us immediately at [email protected] if you suspect any unauthorised use of your account. We will not be liable for any loss arising from your failure to comply with this obligation.

Accounts must not be shared with, or accessed by, individuals outside your organisation without our prior written consent.

4. Pricing, Fees, and Payment

Our pricing is as set out on our website at the time of your Order, or as agreed in a signed Order Form. All prices are exclusive of VAT unless stated otherwise. VAT will be charged at the applicable rate.

Subscription fees are billed monthly in advance. One-off fees are due upon order placement. We reserve the right to amend pricing on 30 days' written notice; continued use of the Services after the effective date constitutes acceptance of the revised pricing.

Payments are processed securely by our third-party payment processor (Stripe, Inc.). Late payments may incur interest at 8% above the Bank of England base rate per annum pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

We reserve the right to suspend Services upon 7 days' written notice where fees remain unpaid and to terminate for persistent non-payment.

5. Service Level Agreements

Service level commitments (including Recovery Time Objectives and Recovery Point Objectives) applicable to your service tier are set out in your Order. Our service tiers provide:

• Self-managed: no managed SLA; automated backup infrastructure provided.
• Premium: business-hours monitoring with 4-hour RTO for managed recovery.
• Premium Plus: 24/7 management with 1-hour RTO SLA.

SLA credits, where applicable, represent your sole remedy for service level failures and are set out in the applicable Order documentation.

6. Acceptable Use

You must not use our Services to:

• Store, transmit, or process any data that is unlawful, infringing, defamatory, or that violates any applicable law or regulation;
• Attempt to gain unauthorised access to our systems, networks, or other customers' data;
• Introduce malicious code, viruses, or harmful components into our infrastructure;
• Use the Services in a manner that places unreasonable load on our infrastructure;
• Resell or sublicense the Services without our prior written consent;
• Use the Services to store data that constitutes or facilitates illegal activity.

Breach of this clause entitles us to suspend or terminate your Services immediately and without liability.

7. Data and Intellectual Property

Your data: You retain all ownership of and rights to the data you submit to our Services ("Customer Data"). You grant us a limited licence to process Customer Data solely as necessary to provide the Services. We will not access, use, or disclose Customer Data except as required to provide the Services, comply with legal obligations, or as you instruct.

Our IP: All intellectual property rights in the IronFell platform, software, documentation, and branding remain owned by IronFell DPS Ltd. Nothing in these Terms transfers ownership of our IP to you.

Feedback: Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation.

8. Confidentiality

Each party agrees to keep confidential all non-public information of the other party disclosed in connection with these Terms ("Confidential Information"). Confidential Information does not include information that is publicly available through no fault of the receiving party, or that the receiving party possessed prior to disclosure without restriction.

This obligation survives termination of these Terms for a period of 3 years.

9. Data Protection

Both parties agree to comply with applicable data protection legislation including UK GDPR and the DPA 2018. Where we process personal data on your behalf as a data processor, such processing is governed by our Data Processing Agreement which is incorporated into and forms part of these Terms. Our own handling of your personal data as a data controller is described in our Privacy Policy.

10. Warranties and Representations

Each party warrants that:

• it has the legal authority to enter into these Terms;
• its performance of these Terms does not violate any applicable law or third-party agreement.

We warrant that we will provide the Services with reasonable skill and care in accordance with industry standards. We do not warrant that the Services will be uninterrupted or error-free.

Except as expressly stated in these Terms, all warranties, representations, and conditions (whether express or implied, statutory or otherwise) are excluded to the fullest extent permitted by law, including any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement.

11. Limitation of Liability

Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by English law.

Subject to the above, IronFell's total aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these Terms shall not exceed the greater of: (i) the total fees paid by you to IronFell in the 12-month period immediately preceding the event giving rise to the claim; or (ii) £1,000.

Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of goodwill, or loss of data (save where arising from our failure to comply with our backup obligations).

12. Term and Termination

These Terms commence when you create an account or place an Order and continue until terminated. Either party may terminate for convenience on 30 days' written notice. Either party may terminate immediately upon written notice if the other party: (a) commits a material breach and fails to cure it within 14 days of written notice; (b) becomes insolvent, enters administration, or makes an arrangement with creditors.

Upon termination, we will make your Customer Data available for download for 30 days, after which it will be securely deleted. You remain responsible for all fees incurred up to the termination date.

13. Force Majeure

Neither party shall be in breach of these Terms or liable for delay in performing, or failure to perform, any of its obligations where such delay or failure results from events beyond its reasonable control, including but not limited to acts of God, pandemic, war, terrorism, civil unrest, government action, power failure, or Internet service provider failure.

14. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

The parties shall use reasonable endeavours to resolve any dispute by negotiation in good faith. If a dispute cannot be resolved within 30 days, either party may refer it to the courts of England and Wales, which shall have exclusive jurisdiction.

15. General

• Entire agreement: These Terms, together with any Order Form and our Privacy Policy and DPA, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and understandings.
• Variation: We may update these Terms from time to time. Material changes will be communicated with 30 days' notice.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights and obligations to any successor entity.
• Third parties: These Terms are not intended to benefit any third party and shall not create any enforceable rights under the Contracts (Rights of Third Parties) Act 1999.
• Notices: Notices under these Terms shall be in writing and delivered by email to the addresses on record.

16. Contact