Thanks for using our services. The Services are provided by Pathio Limited, located at 86-90 Paul Street, London EC2A 4NE, United Kingdom. By using our Services, you are agreeing to these terms. Please read them carefully.
Pathio works by tracking changes to your Excel workbooks and pushing each version of your workbooks to a remote server. For individuals and organisations, we offer a hosted remote server (the Pathio Cloud). Changes to workbooks are tracked and pushed to the remote server by our locally installed client software (the Pathio Client).
For larger organisations we offer Pathio Enterprise, where the remote server is installed on-premise as a virtual machine for use within your own infrastructure. If you are interested in using Pathio Enterprise within your organisation please contact us for further information and a tailored Enterprise Proposal.
a. Requirements. Pathio Cloud is available for individual and organisations. In order to use Pathio Cloud, you must have internet access, a Pathio Client compatible machine and you must provide us with a method of payment (your payment method).
b. The trial period. You may be eligible to use your subscription to Pathio Cloud on a trial basis free of charge for 30 days. You will be notified during signup whether you are eligible to participate in the free trial period.
c. Workbook ownership and licence. We make no claim over the intellectual property rights in any workbooks you upload to Pathio Cloud, but you assign us a non-exclusive, revocable, transferable licence solely to create and store a copy of each workbook you push to Pathio Cloud. You may revoke this licence at any time by deleting the workbook from your account dashboard, but please note that we may retain copies solely for backup or law-enforcement purposes.
d. Payment and billing. Unless you cancel your subscription to Pathio Cloud prior to the end of the free trial period, we will bill your payment method for the cost of your subscription and your subscription will continue month-to-month or year-on-year until terminated. The subscription fee will be billed at the then current rate on the calendar day corresponding to the start date of your paid subscription. This date may change from to time time, for example, if you fail to make payment on time, the new date will be the date we successfully collect payment from you and your subscription is reactivated. You must ensure that your payment method is kept up to date and that all payments are made on time. We may suspend or terminate your account if you fail to make payment on time.
e. Upgrading or downgrading your subscription plan. You may upgrade or downgrade your subscription (and for organisations, this includes adding or removing users) to Pathio Cloud at any time. Please note that if you downgrade your plan, we do not provide refunds or credits for the remaining subscription period of your current plan.
f. Security and misuse. You are responsible for securing access to your account. We recommend choosing a secure password and not sharing it with anyone. You must not use your account to do anything which could reasonably be expected to damage, disable, overburden or materially impair Pathio Cloud, or which is likely to interfere with any other person’s use or enjoyment of Pathio Cloud (including excessive bandwidth usage).
g. Cancellation. You may cancel your subscription at any time and you will continue to have access to Pathio Cloud until the end of your subscription period. We do not provide refunds or credits for partial-month subscription periods. If you cancel your subscription, we will retain any workbooks you have uploaded to Pathio Cloud so that they will be available to you should you wish to reactivate your subscription in the future, unless you request that they are deleted.
h. Termination of your subscription by us. If you fail to abide by our Terms, we reserve the right to suspend your access to Pathio Cloud or permanently cancel your account and no refund will be payable by us.
i. Disclaimers. We make no guarantee that Pathio Cloud will be suitable for your intended use, nor do we guarantee that it will be error free, entirely secure, virus-free or available at any particular time. We may suspend access to Pathio Cloud from time to time in order to carry out maintenance and support work.
a. Enterprise Proposal. Please contact us for a tailored Enterprise Proposal. Customer, Evaluation Period, Full Licence Period, Fees, Payment Terms, Software, Services and Support have the meanings given in the Enterprise Proposal.
b. Installation. The Customer engages us to carry out the Services and confirms that it shall:
i. provide us with all necessary information, facilities, support and services reasonably required by us to carry out the Services including (without limitation and at no charge to us) adequate office accommodation, a secure work space, telephone services, access to the applicable computers, software, hardware and systems
ii. full access to the areas in the locations in which the Services are to be performed
iii. take all reasonable steps to ensure the health and safety of our staff while they are at the Customer’s premises or any premises under the Customer’s control, and
iv. ensure that the computers, hardware or software we are asked to use, modify or install the Software to are owned by the Customer or legally licensed for use by the Customer.
c. Customer’s acknowledgements. The Customer acknowledges that:
i. we shall not be responsible for any data losses suffered by the Customer whether as a result of us carrying out the Services, the Customer’s use of the Software or otherwise and the Customer shall keep backups of its data unless we have agreed to do so as part of the Services
ii. the Customer remains fully responsible for all applications, software, data interfaces, hardware and other equipment within its control
iii. the Services are provided at the Customer’s request and free of charge and the Customer accepts that it is responsible for verifying that its requirements for the Software is suitable for its needs, and
iv. we provide no guarantee that any Software installed or configured as part of the Services will be bug or error free.
d. Evaluation Period. During the Evaluation Period, we grant the Customer a non-exclusive, non-transferable, non-sublicensable licence to use the Software solely for evaluation purposes and the Customer acknowledges that upon expiry of the Evaluation Period it shall no longer be entitled to use the Software or receive any Support.
e. Full Licence Period. Unless notified otherwise prior to the end of the Evaluation Period, the Customer agrees to pay us the Fees for the duration of the Full Licence Period in accordance with our Payment Terms and we grant to the Customer a non-exclusive, non-sublicensable, non-assignable, non-transferable licence to use the Software as installed and receive Support for so long as the Customer’s account is not in arrears.
f. Fees and payment.
i. The Customer agrees to pay us the Fees within 30 days of being invoiced.
ii. Where invoices are not paid in full by the due date, we may suspend access to the Software and stop providing Support and shall be entitled to charge interest on such sums at the rate of 4% per annum over the base rate of Barclays Bank plc from time to time in force and interest will apply from the due date for payment until actual payment in full, whether before or after judgment.
iii. Fees exclude VAT, sales, withholding tax or any other applicable tax required to be paid by law and you agree to pay us the full amount invoiced irrespective of any such applicable taxes.
g. Confidentiality. The Customer agrees, from the start of the Evaluation Period and thereafter, to keep confidential all confidential information relating to the Software and the Services. The Customer agrees not to use any of our confidential information for any of its own purposes. We agree to keep confidential any confidential information relating to the Customer’s business we may become privy to in the course of providing the Services or the Support.
h. Export control. The Customer agrees not to export, directly or indirectly, any technical data acquired from us under this agreement (or products, including software incorporating such data) in breach of any applicable laws or regulations to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such export licence or governmental approval.
i. Our warranties.
i. We warrant that the Software will operate as described on www.pathio.com for the duration of the Full Licence Period. We do not warrant that the Software will be defect, fault or error free. All other conditions, warranties or other terms which might have effect between us and the Customer or be implied or incorporated into this licence by statute, common law or otherwise are expressly excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
ii. If, within the Full Licence Period, the Customer notifies us in writing of any defect or fault in the Software in consequence of which it fails to operate as described, and such defect or fault does not result from the Customer (or anyone acting on the Customer’s behalf) having amended or altered the installation or configuration of the Software or used it outside the terms of the licence granted in paragraph 4e, or for any purpose or context other than the purpose or context for which it was designed, we shall (in our sole discretion) either make suggestions for the repair of the Software, repair the Software ourselves (in which case the Customer agrees to the provisions of clause 4b again, in the context of carrying out the repairs) or terminate the licence immediately by notice in writing to the Customer and refund any of the Fees paid by the Customer as at the date of termination (less the pro-rated sum in respect of the Customer’s use of the Software and receipt of the Support to the date of termination).
iii. The warranty provided above is subject always to the Customer providing all information that may be necessary to assist us in resolving the defect or fault, including documented examples of any defect or fault or sufficient information to enable us to recreate it.
j. Termination. We may terminate the licence under the Full Licence Period with immediate effect by giving the Customer written notice (including by email) if the Customer fails to pay the Fees in accordance with our Payment Terms, commits a material breach of any part of this licence, becomes or is at risk of becoming insolvent or going into administration, or if there is a change of control over the Customer. The Customer may terminate this licence after the end of the Full Licence Period by providing at least 30 days’ written notice (including by email). Upon termination of this licence the Customer shall no longer be entitled to use the Software or receive the Support and must immediately cease all activities authorised by this licence and immediately uninstall and delete the Software from its infrastructure.
a. Pathio Client. The Pathio Client is currently compatible with machines running Windows 7+ and Excel 2007+. We grant you a non-exclusive, non-transferable, revocable licence to install and use the Pathio Client as follows:
By installing the Pathio Client you undertake not to copy it (except where doing so is incidental to normal use or where it is necessary for creating backups or for operational security), and not to rent, lease, sub-licence, loan, translate, merge, adapt, vary, modify, alter, disassemble, decompile, reverse engineer or create derivative works based on it, or attempt to do any of the above.
We warrant that the Pathio Client will, when used in accordance with our installation and guidance, perform as required to make use of Pathio. We offer no warranty that the Pathio Client is bug free, although if you encounter a bug, please notify us so that we can look into resolving it.
b. Indemnity. You agree to defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with your use of Pathio, provided that we notify you promptly of any such claim, that we reasonably co-operate with you in the defence and settlement of such claim (at your expense), and that you are given sole authority to defend or settle such claim.
c. Limits of liability. You use Pathio entirely at your own risk and we exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with your use of Pathio. Where we are not legally permitted to exclude our liability, our total liability for any loss or damage you may suffer by using Pathio shall not exceed an amount equal to the subscription fee you have paid us in the previous month.
d. Not a backup service. You acknowledge that Pathio is not a backup service and exists purely as a method of version control for your workbooks and you agree that you will not rely on Pathio for the purposes of workbook backup or storage.
e. Entire agreement. The entire agreement between you and us relating to Pathio is contained in our Terms.
f. Third party rights and software. Your use of Pathio is heavily dependent on Excel. We assume no responsibility that Excel as installed on your local machine(s) is installed or will operate correctly with Pathio. You acknowledge that all intellectual property rights in Windows and Excel are the intellectual property of Microsoft Corporation.
g. Changes to our Terms. We may from time to time change our Terms. We will notify you at least 30 days before any new Terms apply to you.
h. Waiver and severability. If we ignore or fail to enforce any breach of our Terms, this does not mean we cannot enforce our rights in the future. If any part of these Terms is found to be invalid by a court, it shall be replaced with a similar provision which achieves the same purpose as the original, so far as is possible, with the remainder of our Terms remaining unaffected.
i. Governing law. Our Terms are governed by and are to be interpreted in accordance with English law. If any dispute arises between us in relation to Pathio, such dispute may only be heard in the English courts.
Last updated: 28 January 2016