Effective Date: The date these terms are accepted digitally

These Terms and Conditions ("Agreement") govern the use of the arkflux platform or fileshift ("Platform") provided by 360Freedom Ltd ("Provider") to you ("Customer"). By accessing or using the Platform, you agree to be bound by this Agreement.

1. Definitions

• "Agreement" means these Terms and Conditions.


• "Customer"means the individual or legal entity that has entered into this Agreement with the Provider to access and use the Platform. If the Customer is a legal entity, this term also encompasses its authorised representatives, employees, agents, or contractors who are permitted to access the Platform under the Customer's account.
  
• 
  "User"means any individual who accesses or uses the Platform, either as an authorised representative of a Customer (e.g., employee, agent, or contractor) or as an individual user with direct access rights. Users may have varying levels of access or permissions as defined by the Customer or the Provider.


• "Provider" means 360Freedom Ltd, registered at First Floor, The Hub 900 Stonehouse Business Park, Sperry Way, Stonehouse, England, GL10 3UT.


• "Platform" means the arkflux software platform used for Digital Marketing, CRM, and Business Automation.


• "Hosted Services" means the services provided by the Provider through the Platform.


• "Force Majeure Event" means an event beyond the reasonable control of a party, including natural disasters, war, or government action.


• "Sub-Processor" means any third party appointed by the Provider to process personal data on behalf of the Customer.

2. Terms

2.1 Acceptance:

This Agreement becomes effective when the Customer digitally accepts it within the Arkflux Platform during the account setup process.

2.2 Changes to Terms:

The Provider reserves the right to modify this Agreement. "Material changes" include, but are not limited to, changes to payment terms, the scope of Hosted Services, or data protection obligations. Customers will be notified of material changes by email at least 28 days before such changes take effect.

Upon logging into the Platform after being notified of any material changes, the Customer will be prompted to review and digitally consent to the updated terms and conditions. If the Customer does not consent to the changes, they may terminate the Agreement in accordance with Section 11 (Termination). Continued use of the Platform without providing explicit consent shall not constitute acceptance of the updated terms.

2.3 Governing Law:

This Agreement shall be governed by the laws of England and Wales. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

3. Setup and Onboarding Services

The Provider offers support to new Customers in setting up their tenant on the Platform. The Provider processes data only at the Customer's request and in accordance with this Agreement.

4. Hosted Services

The Provider shall supply the Hosted Services, including but not limited to CRM, digital marketing automation, analytics tools, and business automation features.

4.1 Supported Browsers:

The Hosted Services are to be accessed using the latest supported versions of Safari, Google Chrome, Mozilla Firefox, and Microsoft Edge.

5. Intellectual Property and Data Ownership

5.1 License Grant

The Provider grants the Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for the Customer's internal business purposes during the term of this Agreement. The Customer shall not:

1. Modify, copy, or create derivative works based on the Platform.


2. Reverse engineer, decompile, or disassemble any part of the Platform.


3. Rent, lease, sublicense, distribute, sell, or otherwise transfer the Platform to a third party.

5.2 Ownership of Intellectual Property

All intellectual property rights in the Platform, including but not limited to software, source code, algorithms, trademarks, and branding, remain the exclusive property of the Provider. The Customer acknowledges that they have no ownership rights in the Platform.

5.3 Customer Data

The Customer retains all rights, title, and interest in the data entered into the Platform ("Customer Data"). The Provider shall have a limited, non-exclusive right to access and use Customer Data solely for the purpose of providing the Hosted Services and performing its obligations under this Agreement.

5.4 Third-Party Components

The Platform may include third-party software components, which are subject to their respective licensing terms. The Customer agrees to comply with all such terms, which will be provided upon request or are available as part of the Platform documentation. The Provider is not liable for the functionality or availability of third-party components.

5.5 Trademark Use

The Customer is not permitted to use the Provider's name, logo, or trademarks without prior written consent, except as expressly allowed under this Agreement.

5.6 Feedback and Improvements

Any feedback, suggestions, or improvements provided by the Customer related to the Platform may be used by the Provider to enhance the Platform or its services without any obligation to compensate the Customer.

6. Data Protection

6.1 Roles and Compliance:

• Data Controller: The Customer


• Data Processor: The Provider

Both parties shall comply with their respective obligations under the EU/UK GDPR.

6.2 Processing of Personal Data:

The Provider shall process personal data only on documented instructions from the Customer. Upon the end of processing or termination of this Agreement, the Provider shall delete or return personal data within 28 days, unless retention is required to comply with legal or regulatory obligations, such as GDPR. The Provider will ensure the secure deletion of any retained data.

6.3 Sub-Processors:

• The Provider uses Fasthosts Internet Ltd as a Sub-Processor for data storage and compute services.


• The Provider uses IBM Watson as a Sub-Processor to process data for NLP and sentiment analysis.


• The Provider uses OpenAI (ChatGPT) for prompt suggestions on emails and social media posts.


• The Provider ensures Sub-Processors comply with equivalent data protection obligations.

6.4 Customer Access Permissions:

1. A user account with permissions for support.


2. Provider access via other means upon written Customer request.

6.5 Data Subject Rights:

The Provider shall assist the Customer in responding to GDPR-related data subject requests.

6.6 Security Measures:

The Provider implements encryption, secure access controls, firewalls, regular updates, and ongoing infrastructure monitoring to prevent unauthorised access or breaches.

6.7 Data Request and SARS:

The Provider will respond to Subject Access Requests (SARS) or any other data requests made under applicable data protection laws, including GDPR, within the statutory timeframe of 30 days. The Customer shall notify the Provider promptly of any data access request received directly from a data subject where it pertains to data processed by the Provider. The Customer is responsible for responding to such requests, including retrieving, correcting, or securely deleting the requested data where applicable.

If the request involves significant effort beyond the standard retrieval process, or if the Customer is unable to process the request due to its complexity or the nature of the data involved, the Provider reserves the right to charge the Customer reasonable administrative fees. These fees will be communicated and agreed upon before the work begins, with the Provider offering appropriate assistance to ensure compliance with the applicable data protection laws.

6.8 Breach of Data:

The Provider will notify all affected customers within 7 days of becoming aware of a data breach involving personal data, in compliance with GDPR.

The Customer must inform the Provider of any incident involving unauthorised access to the Platform or any personal data breach within 7 days of discovery.

7. Indemnities

7.1 Provider's Indemnity:

The Provider indemnifies the Customer against damages, liabilities, costs, and expenses resulting from any breach of this Agreement by the Provider, provided that the Customer:

• Notifies the Provider of the claim promptly and no later than 14 days after becoming aware of it; Provides all relevant documentation and reasonable assistance required for the defence or settlement of the claim; and Allows the Provider full control over the defense or settlement negotiations, unless the claim materially impacts the Customer's business.

7.2 Customer's Obligations:

In case of a Provider Indemnity Event:

• Notify the Provider promptly. Provide reasonable assistance, including access to relevant documents and personnel. Allow the Provider to settle claims or defend proceedings.

7.3 Customer's Indemnity:

The Customer indemnifies the Provider against damages, liabilities, costs, and expenses resulting from any breach of this Agreement by the Customer, provided that the Provider:

• Notifies the Customer of the claim promptly and no later than 14 days after becoming aware of it;


• Provides all relevant documentation and reasonable assistance required for the defense or settlement of the claim;


• and Allows the Customer full control over the defense or settlement negotiations.

7.4 Provider's Obligations:

In case of a Customer Indemnity Event:

• Notify the Customer promptly. Provide reasonable assistance, including access to relevant documents and personnel. Allow the Customer to settle claims or defend proceedings.

8. Limitations and Exclusions of Liability

8.1 Unlimited Liability:

Nothing excludes liability for:

• Death or personal injury resulting from negligence.


• Fraud or fraudulent misrepresentation.

8.2 Excluded Losses:

The Provider is not liable for:

• Corruption or loss of data not caused by the Provider (e.g., loss due to the Customer's improper data management or failures within infrastructure, such as data centres, third-party hosting environments, or third-party integrations that are not directly managed or controlled by the Provider, including sub-processors).


• Special, indirect, or consequential losses, such as reputational damage or operational disruptions arising indirectly from an outage.

The Provider is also not liable for:

• Loss of profits, revenue, or anticipated savings, including missed business opportunities caused by temporary downtime, delays, or limitations resulting from issues with third-party integrations or sub-processors.

8.3 Liability Cap:

The Provider's total liability is capped at the greater of £10,000 or the total amount paid by the Customer in the preceding 12 months. The cap applies to all claims under this Agreement, regardless of the cause of action, except where unlimited liability applies.

8.4 Limitation on Claims:

Any claim arising out of or in connection with this Agreement must be initiated within 12 months of the date on which the claim arose. After this period, the claim shall be deemed waived.

9. Force Majeure Event

9.1. Suspension of Obligations:

If a Force Majeure Event occurs, the affected party's obligations under this Agreement (excluding payment obligations) are suspended for the duration of the event.

9.2. Notification:

The affected party must promptly notify the other party of the Force Majeure Event and its expected duration.

9.3. Mitigation:

The affected party shall take reasonable steps to mitigate the effects of the Force Majeure Event.

9.4 Effect of Force Majeure on Obligations:

During the period of a Force Majeure Event, the affected party's obligations under this Agreement (excluding payment obligations, unless the Force Majeure Event directly impacts the Customer's ability to pay) shall be suspended to the extent they are impacted by the event.

After the Force Majeure Event concludes, the affected party shall resume its obligations as soon as reasonably possible.

If the Force Majeure Event causes delays, the affected party is granted an extension equal to the duration of the Force Majeure Event plus a reasonable recovery period, not exceeding [X days], to fulfill any outstanding obligations.

The affected party shall make reasonable efforts to mitigate the impact of the Force Majeure Event and resume full performance of its obligations as soon as practicable.

10. Payment

10.1 Payment Methods:

Payments shall be made in UK Pounds (GBP) via invoice on account, direct debit, or credit card, as agreed with the Provider.

10.2 Payment Terms:

• Invoice payments are due within 28 days.


• Direct debit or credit card payments are due within 7 days of the invoice date.

10.3 Taxes:

• Customers residing within the UK are subject to Value Added Tax (VAT) at the applicable rate, which will be added to the total amount payable.


• Customers residing outside the UK are responsible for any applicable taxes or duties based on the tax laws of their country of residency. The Provider will not charge VAT on invoices to customers outside the UK unless required under applicable tax regulations.

10.4 Late Payments:

The Customer must promptly pay any outstanding invoices or arrears. If payments are not made on time, the Provider reserves the right to:

• Charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate, calculated daily until the outstanding amount is paid in full.


• Apply additional administrative fees for late payments, the details of which will be provided upon request.

11. Termination

11.1 Customer Termination:

The Customer may terminate this Agreement at any time by providing 1 month's written notice to the Provider.

11.2 Data Retention Period:

All Customer data will be deleted within 28 days of termination, except where retention is required to comply with legal or regulatory obligations, such as GDPR or other applicable data protection laws. In such cases, the Provider shall retain only the minimum necessary data for the required period and ensure its secure handling and eventual deletion in compliance with relevant laws and industry standards.

11.3 Provider Termination:

The Provider reserves the right to terminate this Agreement by providing the Customer with a minimum of 28 days' written notice. However, if the Customer is in arrears or in breach of this Agreement, the Provider may terminate the Agreement with 7 days' written notice, subject to Clause 11.4.

11.4 Termination Due to Arrears:

Accounts in arrears for over 14 days may be terminated, provided the Provider gives 7 days' written notice to the Customer. The Customer reserves the right to request their data within 7 days of receiving notice of termination. Any data held after this period will be subject to Clause 11.2, where data will be deleted within 28 days post-termination.

11.5 Notification of Insolvency or Dissolution:

The Customer must promptly inform the Provider if any of the following circumstances occur:

The other party:

• (i) is dissolved;


• (ii) ceases to conduct all (or substantially all) of its business;


• (iii) is or becomes unable to pay its debts as they fall due;


• (iv) is or becomes insolvent or is declared insolvent; or


• (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors. An administrator, administrative receiver, liquidator, receiver, trustee, manager, or similar is appointed over any of the assets of the other party.

An order is made for the winding up of the other party, or the other party passes a resolution for its winding up. If that other party is an individual:

• (i) that other party dies;


• (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or


• (iii) that other party is the subject of a bankruptcy petition or order.

11.6 Immediate Termination:

The Provider reserves the right to terminate this Agreement immediately if the Customer engages in activities that violate legal or regulatory requirements as defined under UK law.

12. Effects of Termination

• Outstanding Payments:


• The Customer must settle any remaining charges within 7 days of termination. The Provider reserves the right to charge interest at a rate of 4% per annum above the Bank of England base rate for any unpaid charges, calculated daily until the amount is paid in full.


• Refunds:


• The Provider will refund unused charges paid by the customer within 28 days of termination.

13. Publicity

13.1 Non-Disclosure:

The Customer shall not publicly disclose the nature of this Agreement, including any terms or conditions, without the Provider's prior written approval.

13.2 Restrictions on Remarks:

The Customer agrees not to make any public inflammatory, derogatory, or defamatory remarks about the Provider.

13.3 Provider's Use of Customer Branding:

The Provider reserves the right to use the Customer's name, logo, or trademarks in marketing materials, presentations, case studies, website content, and verbal communications without requiring prior written consent. The Provider will ensure that such use is professional and does not misrepresent the Customer's relationship with the Provider.

13.4 Customer's Use of Arkflux Branding:

The Customer is granted the right to use the Arkflux name, logo, or trademarks solely for purposes related to the use and promotion of the Hosted Services during the term of this Agreement. Such use must adhere to any branding guidelines provided by the Provider and must not misrepresent the Provider or its services.

13.5 Mutual Restrictions on Branding Use:

Neither party shall use the other's name, logo, or trademarks in any way that could be considered defamatory, misleading, or in violation of applicable laws or regulations.

13.6 Withdrawal of Branding Rights:

Either party may request the discontinuation of specific uses of their name, logo, or trademarks with 30 days' written notice if such use is deemed inappropriate or harmful to their brand.

14. Confidentiality Obligations

Both parties agree to secure all confidential information and not disclose it without prior written consent.

15. Acceptable Use Agreement

15.1 General Usage Rules:

1. - Users must be over 16.
2. 
   - The Customer must not use the Platform to:

1. - Display, transmit, or distribute any graphic, explicit, or otherwise inappropriate material, including but not limited to violent, pornographic, or sexually explicit content.


2. - Distribute content that constitutes or contains spam, and you must not use the services to store or transmit spam, which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.


3. - Infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right.


4. - Infringe any right of confidence, right of privacy or right under data protection legislation.


5. - Constitute negligent advice or contain any negligent statement.


6. - Constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity.


7. - Be in contempt of any court, or in breach of any court order.


8. - Constitute a breach of racial or religious hatred or discrimination legislation.


9. - Constitute a breach of official secrets legislation; or For any unlawful, illegal, fraudulent, or harmful purpose or activity.


10. - To distribute unlawful or harmful content.

15.2 Content Restrictions:

The Customer must not create content that could:

• 
  - Be libellous, obscene, or infringe on IP rights.


• - Promote criminal activities or discrimination.

15.4 Monitoring and Enforcement:

The Provider may monitor usage of the Platform to ensure compliance with the Acceptable Use Agreement. If a violation is detected, the Provider may take the following actions based on the severity of the breach:

1. Warning: Issue a formal written warning to the Customer outlining the violation and steps required for resolution.


2. Temporary Suspension: Temporarily suspend access to the Platform until the violation is resolved.


3. Permanent Termination: Permanently terminate access to the Platform if the violation is severe, repeated, or not remedied within a reasonable timeframe.

The Provider reserves the right to take immediate action in cases of serious breaches, such as illegal activity or actions that compromise the security or performance of the Platform.

16. Service Level Agreement (SLA)

16.1 Availability:

99.9% uptime is guaranteed monthly, excluding:

• - Force Majeure Events


• - Network or hosting provider failures


• - Scheduled maintenance (14 days' notice)

16.2 Scope of Support:

• - Assistance with account setup and configuration.


• - Troubleshooting issues related to the functionality of the Platform.


• - Guidance on the use of features and tools within the Platform.

Exclusions:

The Provider does not offer support for:

• - Issues caused by third-party integrations or software not supplied by the Provider.


• - Custom modifications or alterations made by the Customer without the Provider's approval.


• - Training or consultation services beyond the standard scope of technical support.

Support is limited to the latest supported versions of browsers listed in Clause 4.1.

16.3 Business Hours and Methods:

Support is available during business hours, Monday to Friday, 09:00 - 17:30 (excluding public holidays).

Customers may contact support through the following methods:

• Email: support@360freedom.com


• Phone: +44 (0) 203 3030592


• In-app chat (where available).

16.4 Maintenance Scheduling:

The Provider may conduct scheduled maintenance to enhance the performance and reliability of the Platform. Maintenance will be scheduled outside of regular UK business hours whenever possible to minimise disruption.

• Notification: Customers will be notified at least 7 days in advance of any planned maintenance that may impact the availability of the Platform. Notifications will be sent via email and displayed within the Platform.


• Emergency Maintenance: In the event of emergency maintenance required to address critical issues, the Provider will make reasonable efforts to notify Customers as soon as possible.

16.5 Classification of Support:

The Provider, acting reasonably and based on the information provided, reserves the right to classify any support issue. The determination of ‘acting reasonably' shall take into account the severity, scope, and impact of the issue on the Customer's use of the Hosted Services, as well as standard industry practices and guidelines. Any disagreements over classification will be reviewed in good faith with the Customer. The Provider, acting reasonably, reserves the right to classify any support issue as follows:

1. Critical: The Hosted Services are inoperable or a core function of the Hosted Services is unavailable. Example: The platform is entirely down, or critical processes such as email sending or CRM record access are completely non-functional.


2. Serious: A core function of the Hosted Services is significantly impaired. Example: A major workflow feature is not working, or analytics tools fail to display critical data.


3. Moderate: A core function of the Hosted Services is impaired but does not constitute a serious issue, or a non-core function is significantly impaired. Example: Report generation delays occur, or a feature such as non-critical dashboard elements fails to load correctly.


4. Minor: Any impairment of the Hosted Services not falling into the above categories, including cosmetic issues. Example: Visual misalignments on a page or minor formatting inconsistencies that do not impact functionality.

16.6 Response Times:

16.7 Support Limitations:

Support ceases if the Customer:

1. Improper Use:
   
   Improper use includes, but is not limited to, the following examples: Misuse of features, such as attempting to exploit the platform in unintended ways (e.g., excessive API calls causing system strain).
   
   
   
   • - Attempting to bypass or tamper with platform restrictions or security protocols.
     
     
   • - Uploading unsupported or malicious content that disrupts normal operations.
   
   
   • - Consistently overloading the system with unreasonable demands or requests outside standard usage.


2. Inappropriate Conduct:
   
   The Customer uses inflammatory, derogatory, or abusive language when communicating with support staff.


3. Unauthorised Alterations:
   
   Making any changes or modifications to the platform or Hosted Services
   
   without the Provider's prior written consent.


4. Exceeding Support Limits:
   
   The Customer has exceeded 4 hours of support within a calendar month
   
   unless additional support is granted at the sole discretion of the
   
   Provider.

17 Acknowledgements and warranty limitations

17.1. The Customer acknowledges that complex software, by its nature, may contain defects, errors, and bugs. While the Provider will use reasonable efforts to identify and rectify such issues promptly, subject to the other provisions of these Terms and Conditions, the Provider does not warrant or represent that the platform will be entirely free from defects, errors, or bugs. The Customer agrees that minor defects which do not materially affect the functionality of the platform shall not constitute a breach of this Agreement.

17.2. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the platform will be entirely secure.

17.3. The Customer acknowledges that the platforms is designed to be compatible only with that software and those systems specified as compatible in the clause 4.1; and the Provider does not warrant or represent that the platform will be compatible with any other software or systems.

17.4. The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the platform; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the platform or the use of the platform by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

18. Non-Waiver

Failure or delay by either party to enforce any provision of this Agreement or to exercise any right or remedy under it shall not constitute a waiver of that provision, right, or remedy. Any waiver must be expressly stated in writing and signed by the party granting it. A waiver of any specific breach or default shall not constitute a waiver of any subsequent breach or default of the same or any other provision.

19. Severability

If any provision of this Agreement is found to be invalid, unenforceable, or illegal under applicable law, the remaining provisions of this Agreement shall remain in full force and effect. The parties agree to replace any such invalid, unenforceable, or illegal provision with a valid and enforceable provision that achieves as closely as possible the intended effect of the original provision.

20. No Third-Party Beneficiaries

This Agreement is made solely for the benefit of the Provider and the Customer and their permitted successors and assigns. Nothing in this Agreement, whether express or implied, shall be construed to confer any rights or remedies upon any third party, except as required by applicable law.

21. Amendment Procedures

No amendment, modification, or variation to this Agreement shall be effective unless it is made in writing and signed by authorized representatives of both parties. The Provider reserves the right to make non-material changes to the Agreement upon providing notice to the Customer. For material changes, the Customer's written consent or acceptance via the Platform will be required, as outlined in Clause 2.2.

22. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, negotiations, discussions, representations, or understandings, whether written or oral. Each party acknowledges that it has not relied on any representation, warranty, or statement not expressly set out in this Agreement. Nothing in this clause shall limit liability for fraud or fraudulent misrepresentation.

Contact Information

360Freedom Ltd

First Floor, The Hub 900, Stonehouse Business Park, Sperry Way, Stonehouse, England, GL10 3UT

Email: support@360freedom.com