RushFiles A/S – Terms and Conditions

These terms and conditions (“Terms”) apply to every agreement between RushFiles A/S, Mariane Thomsens Gade 2F, 5. 1, 8000 Aarhus C, Denmark, CVR no. 34623422 (“RushFiles”) and a company that resells the RushFiles enterprise file sync and share platform (the “Platform”) to its own customers (the “Reseller”), whether the Platform is delivered as a hosted service operated by RushFiles (“SaaS Deployment”) or as software installed and operated by the Reseller on its own infrastructure or at a customer’s site (“On-Premise Deployment”).

Where the Reseller has signed a RushFiles Partner Agreement, that agreement and its Schedules and Appendices prevail over these Terms in case of conflict. Where no Partner Agreement has been signed, these Terms, the RushFiles Price List and the Documentation at helpdesk.rushfiles.com constitute the entire agreement between RushFiles and the Reseller, and the Reseller accepts them by ordering, provisioning or using the Platform.

The person accepting these Terms on behalf of the Reseller warrants that he or she is authorised to bind the Reseller. The Reseller shall ensure that its own customers (“End Customers”) and their users (“End Users”) are bound by terms at least as protective of RushFiles as these Terms, and that each End User accepts the end-user terms shown in the RushFiles applications at first login.

The Platform consists of the RushFiles server software, the RushFiles central licensing and single sign-on services (“Central Services”), the RushFiles client applications for Windows, macOS, iOS and Android and the web client (“RushFiles Apps”), the Reseller Portal, the Reseller Control Panel and the Documentation. Its functionality is described in the Documentation; RushFiles makes no representation beyond it.

SaaS Deployment. RushFiles hosts and operates the Platform and stores End Customer data in encrypted form in data centres in the EU/EEA. The Reseller provisions and administers End Customers, End Users, storage, retention and sharing policies through the Reseller Control Panel. RushFiles has no access to the Reseller’s or End Customers’ administration or to decrypted file content.

On-Premise Deployment. The Reseller installs (with RushFiles’ assistance) and operates the server software on infrastructure it controls, under its own brand, and is solely responsible for that infrastructure, its security, availability, backups and compliance. Unless configured as an Isolated Data Island, the installation connects to the Central Services for licence validation and single sign-on; End Customer file content never leaves the Reseller’s installation. Intellectual property in the software remains with RushFiles.

Supported versions. RushFiles supports each RushFiles App on the current and the immediately preceding major version of the respective operating system and the web client on the current release of the major browsers, and supports the current and immediately preceding major version of its own server software and apps. The Reseller shall keep On-Premise installations within the supported versions by installing updates within 90 days of release (30 days for critical security updates).

Updates. In a SaaS Deployment all updates are applied by RushFiles. RushFiles may replace a feature with one of materially equivalent functionality and may discontinue a non-material feature with 90 days’ notice. Updates may cause short interruptions, which RushFiles will keep to a minimum and, where planned, announce in advance.

RushFiles is a file sharing and synchronisation service, not a backup service. The Platform runs on redundant storage, which protects against hardware and disk failure, but RushFiles does not keep traditional point-in-time backup copies of End Customer files, does not perform backup or restore tests of customer data, and cannot provide documentation of such tests.

The Platform provides file versioning and recovery of deleted files within the retention period configured by the Reseller or End Customer in the administration interface. These self-service functions are the only means of restoring data, and the Reseller or End Customer may perform and document restores through them as part of its own controls. RushFiles cannot restore data outside the configured retention.

Responsibility for backing up data to a separate system, and for testing such backups, rests with the Reseller and its End Customers in both deployment models, in the same way as for any file server. The Reseller shall inform its End Customers accordingly and shall not represent the Platform as a backup service.

RushFiles does not take backups of On-Premise installations; the Reseller is responsible for backup of the database, file storage and configuration of each installation as described in the Documentation.

Subject to payment of the fees, RushFiles grants the Reseller a non-exclusive, non-transferable, revocable licence for the term of the agreement to market, sell and support the Platform to End Customers and, for On-Premise Deployment, to install and operate the server software on infrastructure it controls for the number of installations and users licensed. The licence is verified continuously by the Central Services (or by an offline licence file in an Isolated Data Island).

RushFiles and its licensors retain all intellectual property rights in the Platform, the Documentation and the RushFiles trade marks, including rights in improvements based on the Reseller’s feedback. Except as permitted by mandatory law, the Reseller shall not copy (other than for licensed installations), modify, translate, decompile or reverse engineer the Platform, remove proprietary notices, circumvent licence controls or use the Platform to build a competing product, and shall not register domain names or marks confusingly similar to RushFiles’ marks.

The Reseller may rebrand the web client and system e-mails through the Reseller Control Panel. Rebranding of the native RushFiles Apps is performed only by RushFiles as a chargeable add-on. The Reseller warrants that it holds the rights to all branding material it supplies.

Third-party rights. If a third party claims that the Platform infringes its intellectual property rights, the Reseller shall notify RushFiles without undue delay and make no admission without RushFiles’ consent. RushFiles may at its option modify or replace the affected part, procure a right of continued use, or terminate the affected part or the agreement on reasonable notice allowing export of data and refund pre-paid fees for the period after termination. These are the Reseller’s sole remedies; RushFiles shall not pay the Reseller damages, costs or other compensation in connection with such claims.

The Reseller provides first- and second-level support to its End Customers and End Users, including user administration, configuration, training and troubleshooting of the Reseller’s own environment and network, and must have at least two trained technical contacts.

RushFiles provides third-level support only, meaning the analysis and correction of reproducible defects in the Platform, to the Reseller’s registered technical contacts through the RushFiles helpdesk at helpdesk.rushfiles.com during Business Days 08:00–16:00 CET. Response targets by severity are set out in the Documentation and in the Partner Agreement where signed; resolution times are not guaranteed. RushFiles does not support versions other than the supported versions, modifications not made by RushFiles, or the Reseller’s infrastructure.

Remote support sessions on a Reseller’s or End Customer’s system take place only with explicit consent for each session and may be supervised and ended by the Reseller at any time.

All communication between RushFiles and the Reseller, including system, security, billing and update notices, is by e-mail to the contacts registered in the Reseller Portal, which the Reseller shall keep current. Sales, marketing and training materials are made available in the RushFiles partner resource centre.

Fees are set out in the Price List and are calculated monthly on the usage reported by the Platform (per End User and/or per GB of storage) at the unit prices of the Reseller’s Commitment Tier. The Commitment Tier is a minimum monthly fee and applies for the whole of the current contract term; it may be changed only with effect from the next renewal term by written notice at least three months before the end of the current term.

An End User or company account that is active at any time in a month is charged for the full month, whether or not the user has installed an app or logged in. RushFiles does not provide free trial accounts; any trial the Reseller offers is at the Reseller’s own cost.

Fees for SaaS Deployment are invoiced monthly in arrears; licence fees for On-Premise Deployment are invoiced monthly in advance unless otherwise agreed in writing. Invoices are in EUR, exclusive of VAT, and payable by bank transfer within 14 days. Late payment accrues interest under the Danish Interest Act. The Reseller may not set off or withhold amounts and shall raise any invoice dispute in writing within 14 days.

If an invoice is unpaid 14 days after a written reminder, RushFiles may suspend the Reseller Portal and the provisioning of new accounts and users; if it remains unpaid 30 days after the reminder, RushFiles may terminate for material breach, after which clause 9 applies.

RushFiles may amend the Price List with at least 90 days’ written notice, effective from the first day of a calendar quarter and not more than once in any 12-month period, and may adjust prices on 1 January each year in line with the Danish net price index without notice.

The Reseller and its End Customers are the controllers (or, as the case may be, processors towards End Customers) of all data stored in the Platform and are responsible for its lawfulness, for administering access, for configuring retention and sharing policies, and for the data processing agreements required by Article 28 GDPR with End Customers.

To the extent RushFiles’ hosting of encrypted files and account data in a SaaS Deployment, or its operation of the Central Services and remote support in an On-Premise Deployment, constitutes processing of personal data on behalf of the Reseller, the RushFiles Data Processor Agreement (current version published at rushfiles.com and incorporated by reference) applies.

RushFiles maintains security measures consistent with good industry practice as described in the Data Processor Agreement and the Documentation, including AES-256 encryption of files at rest with per-company keys, TLS in transit, obfuscation of file names and structure on storage, multi-factor authentication, audit logging, IP allow-listing and device approval. RushFiles notifies the Reseller of security incidents affecting its or its End Customers’ data without undue delay and no later than 36 hours after becoming aware. The Reseller is responsible for the security of its own systems, credentials and configuration and, for On-Premise Deployment, of the environment in which the software runs.

RushFiles warrants that the Platform will perform materially in accordance with the Documentation. The Reseller’s sole remedy is correction of the non-conformity within a reasonable time or, failing that, termination of the affected deployment with a refund of pre-paid fees for the period after termination. All other warranties, including fitness for a particular purpose and uninterrupted or error-free operation, are excluded. The Reseller is responsible for assessing the suitability of the Platform for its End Customers.

RushFiles is not liable for problems caused by the Reseller’s or End Customer’s hardware, network, operating environment, third-party software or identity providers, by use other than in accordance with the Documentation, by modifications not made by RushFiles, or by failure to install updates within the periods in clause 2.4.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings. Loss of or damage to data is excluded, since RushFiles does not provide a backup service and responsibility for backup rests with the Reseller and End Customers (clause 3), except to the extent the loss results from RushFiles’ breach of clause 7.3 or from gross negligence or wilful misconduct.

Each party’s total liability under or in connection with the agreement, however arising, is limited to the fees paid or payable by the Reseller for the calendar month immediately preceding the event giving rise to the claim. This limitation does not apply to breach of confidentiality, a party’s liability for administrative fines or damages under data protection law caused by its own breach of the Data Processor Agreement, the Reseller’s obligation to pay the fees, death or personal injury caused by negligence, or fraud, gross negligence or wilful misconduct. Product liability is governed by mandatory Danish law; any non-statutory product liability is excluded.

A party is not liable for failure to perform (other than payment) caused by events beyond its reasonable control that it could not reasonably have foreseen or avoided. A cyber-attack constitutes force majeure for a party only where that party has maintained security measures consistent with good industry practice and the attack could not reasonably have been prevented. If a force majeure event lasts more than 60 consecutive days either party may terminate the affected deployment on 30 days’ notice.

Unless a Partner Agreement provides otherwise, the agreement runs for 12 months from first provisioning and renews for successive 12-month periods unless either party gives written notice at least three months before the end of the current term. Either party may also terminate for convenience on six months’ written notice.

Either party may terminate with immediate effect if the other commits a material breach not remedied within 30 days (14 days for non-payment) of written notice, becomes insolvent, or repeatedly breaches the Acceptable Use Policy in clause 10. RushFiles may terminate immediately if the Reseller challenges RushFiles’ intellectual property rights or becomes a sanctioned person.

Export before termination. The Reseller is responsible for ensuring that it and its End Customers export all data they wish to keep, using the export functions of the Platform, before the effective date of termination or expiry. During the notice period the Platform remains available for that purpose against payment of the fees. No account is kept accessible after the effective date, or after termination for material breach.

On the effective date RushFiles disables all accounts under the Reseller and deletes all data held in a SaaS Deployment, including residual copies on redundant storage, within 30 days, and ceases licence validation and Central Services for On-Premise installations. The Reseller shall cease use of the Platform, within 10 Business Days uninstall and delete all copies of the server software and certify deletion, stop marketing RushFiles and cease use of RushFiles’ trade marks. RushFiles may at its sole discretion, without obligation, keep data retrievable or delay cessation for a short period.

RushFiles may discontinue the Platform or a material part of it on at least 12 months’ written notice (“End of Life”). Pre-paid fees for the period after End of Life are refunded. On expiry of the notice period clause 9.4 applies unless RushFiles, at its sole discretion, offers On-Premise resellers a continued licence on an “as is” basis without updates or support.

The Reseller is not entitled to compensation for loss of clientele, goodwill or investments on termination or non-renewal, to the extent such compensation can be excluded under applicable law.

The Reseller shall not, and shall ensure that End Customers and End Users do not, in connection with the Platform: probe, scan or test the vulnerability of any system or circumvent security or licence controls; interfere with or disrupt any user, host or network; send spam, spoofed or phishing messages; resell the Platform except as agreed with RushFiles; store, publish or share material that is unlawful, including child sexual abuse material, material inciting violence or terrorism, infringing, fraudulent or defamatory material; advocate hatred against any person or group; harass RushFiles personnel; violate the privacy or rights of others; or otherwise breach applicable law, including export control and sanctions law.

RushFiles may suspend an individual user, account or installation without notice where necessary to stop an ongoing breach that threatens the security or integrity of the Platform or other partners, and shall inform the Reseller without undue delay. If RushFiles is required by a competent authority to disable, restrict or delete access or data, it may do so without liability and shall inform the Reseller where legally permitted.

Each party shall keep the other’s non-public information confidential for the term and five years thereafter, and trade secrets and security information for as long as they qualify as such.

The Reseller shall comply with applicable anti-corruption, export control and sanctions law and shall not make the Platform available to sanctioned persons or in comprehensively sanctioned countries.

RushFiles may name the Reseller as a partner on rushfiles.com; use of the Reseller’s logo or a case study requires the Reseller’s prior written approval. Neither party may assign the agreement without the other’s consent, not to be unreasonably withheld, except to an affiliate or a successor to its business on written notice.

RushFiles may amend these Terms, the Documentation and the Acceptable Use Policy by 30 days’ notice by e-mail, provided the changes do not materially reduce the Reseller’s rights; other amendments require written agreement. If any provision is invalid the remainder continues in force.

These Terms and any dispute arising out of them are governed by Danish law, excluding its conflict-of-laws rules and the CISG. The parties shall first seek to resolve disputes amicably, including through a meeting between their chief executives within 30 days of a written request. Disputes not so resolved within 60 days shall be settled by the ordinary Danish courts at RushFiles’ registered office (currently Retten i Aarhus).