Terms of Service
These terms of service (“Terms”) govern your access and use of all our services so please read them carefully before using the services.
By using the services you agree to be bound by these Terms in their entirety.
If you are using the services on behalf of an organisation then you are agreeing to these terms for that organisation and are warranting that you have the authority to bind that organisation to these terms. In that case “you” and “your” will refer to that organisation.
You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with us and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.
Your Files and Privacy
By using our Services you provide us with information, files, and folders that you submit to us (together, “your files”). You retain full ownership to your files. We don’t claim any ownership of any of it. These Terms do not grant us any rights to your files or intellectual property except for the limited rights that are needed to run the Services, as explained below.
We may need your permission to do things you ask us to do with your files, for example, hosting your files, or sharing them at your discretion. This includes product features visible to you, for example, image thumbnails or document previews. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services.
You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.
We may choose to review public content for compliance with our community guidelines, but you acknowledge that we have no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.
The Services provide features that allow you to share your files with others or to make it public. There are many things that users may do with your files (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. We have no responsibility for that activity.
We may revise these Terms from time to time and the most current version will always be posted on our website. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.
Software and Updates
Some of our Services require you to download a client software package (“Software”). We hereby grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available. Your acceptance of such updates is required under the Terms.
You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorised that activity. You should immediately notify us of any unauthorised use of your account.
Your General Responsibilities
Files and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not us, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service.
You, and not us, are responsible for maintaining and protecting all of your files. We will not be liable for any loss or corruption of your files, or for any costs or expenses associated with backing up or restoring any of your files.
If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current.
Limitation of Liability
THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some jurisdictions in the United States do not allow the types of disclaimers in this paragraph, so they may not apply to you.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF £20 OR THE AMOUNTS PAID BY YOU TO US FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some jurisdictions in the United States do not allow the types of disclaimers in this paragraph, so they may not apply to you.
You can stop using our Services any time, however the following services are based on a 12 month term and therefore early cancellation charges may apply; Storage, NAS Backup, Business Account. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately. If an account has been dormant for more than 6 months we may delete it and any data inside, we are not an archive service, we only offer backup sync services, so data left untouched on our servers for more than 6 months may be deleted without notice. If we terminate your service for breach of these terms no refund of any fees paid to us relating to your service will be offered.
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY UNITED KINGDOM LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE COURTS OF LONDON, UK AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and us with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but we may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. We and you are not legal partners or agents; instead, our relationship is that of independent contractors.
All charges payable by you for the XL Cloud Services shall be in accordance with the scale of charges and rates published from time to time by us on our web site, errors and omissions excepted, and shall be due and payable in advance of provision of our Services.
There will be an excess Backup usage fee of £45 p/m, this will be per 1GB-512GB of over-usage space and will be billed Monthly in advance each month. For example if you have 512GB Backup and go over this space to 650GB the usage fee applies, to see your usage login to your Web Portal and look at the top of the screen for BACKUP where it will tell you the amount of space you are taking up on the server.
You agree that, except where otherwise specified in these terms, fees paid to us are not refundable on any basis.
We reserve the right to alter pricing, including ceasing to offer elements of our Services. We will inform you by email if the charge for a service is to be altered. You can then decide if you want to continue to use such service. Your continued use of the service after the proposed fee modification has been notified will be considered acceptance of the proposed fee modification.
Our 14 day refund policy only applies to new accounts and from the account creation date and does NOT apply to renewal fees. We use a PayPal recurring payment to automatically collect your package fees, you will be charged each time your subscription automatically renews until you cancel. XL Cloud packages are not refundable after purchase, except for the initial 14 days from the account creation date as they are deemed “used” when the package space is allocated to you. If you cancel your PayPal automatic payment, but still wish to use your XL Cloud package, you will incur an admin fee of £45 to re-activate your account, this is because your XL Cloud account requires a valid Automatic payment to be in place via PayPal at all times. Cancellation of PayPal automatic payments will automatically suspend your account
If you no longer require our services you can cancel your account by logging into your Web Portal, click on Account Settings and then click Your Details. On this page, at the bottom, are the details you’ll need to cancel your account.
You agree not to issue a chargeback via your bank in relation to any fees charged by us. If you do so you accept that you will be liable for our costs in dealing with the chargeback and recovering any fees properly due to us under the Terms.
Please be aware that we may use any feedback, comments, or suggestions that you send us or post in our forums without any obligation to you.
The Software and other technology we use to provide the XL Cloud are protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. These Terms do not grant you any rights to use our trademarks, logos, domain names, or other brand features.
Additional Terms applicable to use of Online Backup
Some services, including the Online Backup and our Pro Suite package are sold on a per-computer basis and include allocated data backup for that computer. You are only permitted to backup data stored on a) internal hard drives of that computer, b) externally connected drives, such as USB drives, connected to that computer or c) NAS storage devices attached to that computer. Backing up of NAS storage devices may incur an extra charge on some packages.
There is a limit of 5TB for any single external drive including NAS devices and USB drives.
With the exception of our business service, services that include Online Backup are not to be used for archiving. You must at all times hold an original copy of the data in the original location on the system it was backed up from. If you delete files from your computer that have been backed up we will remove the corresponding backup from our servers.
You must at all times run the software on any computer that is being backed up and you must ensure this computer connects to the Internet at least once every 30 days. We will remove backups for computers that have not connected to the service for 30 days.
If you wish to restore data backed up onto our servers we may require up to 72 hours notice. Whilst ordinarily we would expect your data to be available for restore immediately, we reserve the right to archive data in facilities where it may not be available for immediate access.
You agree not to misuse the online services. For example, you must not, and must not attempt to, use the services to do the following things.
- Probe, scan, or test the vulnerability of any system or network;
- Breach or otherwise circumvent any security or authentication measures;
- Access, tamper with, or use non-public areas of the Service, shared areas of the Service which you have not been invited to, our (or our service providers’) computer systems;
- Sharing files with other computers, syncing your data, is limited to 10,000 queries per day and limited to sharing data between no more than 3 of your personal computers.
- Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
- Plant malware or otherwise use the Services to distribute malware;
- Access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”);
- Send unsolicited communications, promotions or advertisements, or spam; send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
- Publish anything that is fraudulent, misleading, or infringes another’s rights; promote or advertise products or services other than your own without appropriate authorisation;
- Impersonate or misrepresent your affiliation with any person or entity;
- Publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;
- Violate the law in any way, or violate the privacy of others, or defame others.
In accordance with the Digital Millennium Copyright Act of 1998, We will respond expeditiously to claims of copyright infringement committed using our service and/or our website (the “Site”) if such claims are reported to us in the manner identified in the sample notice below.
If you are a copyright owner, authorised to act on behalf of one, or authorised to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it by postal mail to the address below.
DMCA Notice of Alleged Infringement (“Notice“)
- Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
- Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorised by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorised to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature.
If you are a consumer:
If you are a Business customer:
For the purposes of the GDPR, XL Cloud is a processor and you are the controller in relation to personal data contained in your files it processes in the provision of the Services. You retain control over the content of your files that are the subject of the Services, and as such the types of personal data that are subject to processing cannot be categorised by XL Cloud in these terms and conditions. It is assumed such personal data may include all categories of personal data relating to you, or your own clients, customers, suppliers, employees, other personnel and/or other data subjects.
(a) process such personal data in accordance with these terms and conditions and otherwise comply with your documented (including email) instructions in connection with such processing. Where such instructions are provided orally, we shall keep a record of these. If at any point XL Cloud becomes unable to comply with your instructions regarding the processing of personal data (whether as a result of a change in applicable law, or a change in your instructions, or for any other reason), XL Cloud shall promptly:
(i) notify you of such inability, to the extent permitted by applicable law; and
(ii) cease all processing of the affected personal data (other than merely storing and maintaining the security of the affected personal data) until such time as you issue new instructions with which XL Cloud is able to comply.
(b) (i) ensure such personal data are kept confidential; (ii) take reasonable steps to ensure the reliability and trustworthiness of XL Cloud’s personnel and any subprocessors, and (iii) take reasonable steps to ensure that all relevant XL Cloud’s personnel, and any relevant subprocessors, have committed themselves to ensuring the confidentiality of all personal data that they process;
(c) ensure that, in each instance in which XL Cloud engages a new subprocessor, it shall notify you and: (i) allow you a reasonable opportunity to object to the appointment of that subprocessor (and your authorisation is deemed to be granted if you do not object within thirty (30) days of being notified of the proposed subprocessor); and (ii) enter into a binding written agreement with the subprocessor that imposes on the subprocessor the same obligations that apply to XL Cloud under this Agreement with respect to the processing of personal data; subject to compliance with the foregoing, you hereby generally authorise XL Cloud to engage sub-processors in relation to the Services.
(d) at your request and sole expense, promptly provide you with all reasonable technical and organisational assistance (taking into account the nature and functionality of the Services) necessary to respond appropriately to requests from individuals to exercise their rights under the GDPR;
(e) at your request and sole expense, promptly provide you with all reasonable assistance necessary to enable you to: (i) notify relevant breaches of the GDPR to the relevant authorities and/or affected individuals; (ii) conduct data protection impact assessments, where required; and (iii) obtain any necessary authorisations from any relevant regulatory authorities;
(f) delete (or, upon your request at or prior to termination, return) your files processed in the performance of the Services in XL Cloud’s possession within [15 days after the termination or expiry of this Agreement, unless the applicable law of the European Union or an EU Member State requires otherwise;
(g) at your request and sole expense (including XL Cloud’s reasonable costs and expenses): (i) promptly provide you with all information necessary to enable you to demonstrate compliance with your obligations under the GDPR, to the extent that XL Cloud is able to provide such information; and (ii) allow for and contribute to audits, including inspections, conducted by you your auditors or appointees in relation to compliance with these data processing terms, provided that such audit shall be during regular business hours, with reasonable advance notice to XL Cloud and subject to reasonable confidentiality procedures. Before the commencement of any such audit, the parties shall mutually agree upon the scope, timing, and duration of the audit. You may not audit XL Cloud more than once annually and XL Cloud reserves the right to charge a fee for its reasonable costs associated with any such audit;
(h) notify you without undue delay in the event of: (i) becoming aware of any personal data breach; or (ii) receipt of any correspondence or communication from any individual, regulatory authority or third party regarding the processing of such personal data; and
(i) apply appropriate technical and security measures to protect any such personal data against unauthorised or unlawful processing and against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to such personal data.