Terms of Service

1. Who we are and what these Terms cover

FileMentra (“FileMentra”, “we”, “us”) is provided by LUMI TECHOLOGY CORPORATION - FZCO, a company incorporated in the Dubai Integrated Economic Zones (IFZA), Dubai, United Arab Emirates, with its registered address at:

These Terms of Service (the “Terms”) govern your use of the FileMentra websites, web application, emails, application programming interface (“API”) and every feature offered through them (together, the “Service”). They include, by reference, the Acceptable Use Policy, the Billing & Refund Policy and, for customers whose content contains personal data, the Data Processing Addendum. Our Privacy Notice explains how we handle personal data.

If you and we sign a separate order form or agreement, that document takes precedence over these Terms where the two conflict.

2. Accepting these Terms

You accept these Terms when you create an account, tick the acceptance box, sign in with Google, buy a plan or otherwise use the Service. If you use the Service on behalf of a company or other organisation, you confirm that you are authorised to accept these Terms for it, and “you” then means that organisation.

You must be at least 18 years old and able to enter into a binding contract. The Service is not intended for children and we do not knowingly allow them to create accounts.

You may not use the Service if you are located in a country subject to a comprehensive embargo, or if you are named on a sanctions list maintained by the United Nations, the United Arab Emirates, the European Union, the United Kingdom or the United States.

3. Definitions

• Account: the sign-in identity of one person, tied to one email address and one password or connected Google identity.
• Workspace: an isolated space in which files, people, settings and a plan are held. Each workspace has one owner.
• Customer: the person or organisation that owns a workspace and, for paid plans, pays for it.
• Member: a person with an Account who has been invited into a workspace.
• Guest: a person without an Account who opens something shared with them, such as a transfer, a Room, a Vault, a file request or a signature request.
• Customer Content: files, folders, messages, comments, annotations, signatures, form entries and any other material uploaded or created in the Service by or for a Customer, its Members or its Guests.

4. Accounts and workspaces

One email address is one Account, with one password and, if enabled, one second factor that protects every workspace the Account belongs to. An Account may own at most one workspace and be a Member of at most two others. You must give accurate information, keep your password and second factor confidential, and tell us promptly at [email protected] if you believe your Account has been compromised. You are responsible for activity under your Account.

The owner of a workspace controls it: who is invited, what role each person has, what is shared and for how long, and when it is deleted. A workspace may require its Members to use two-factor sign-in or single sign-on. When a Member leaves or is removed, their access to that workspace ends at once; the content they created stays in the workspace, which belongs to its owner. The Account itself remains, and the person can keep using other workspaces or create their own.

We may require additional verification before sensitive operations, such as changing billing, deleting a workspace or exporting data.

5. Your content

You own it. As between you and us, the Customer owns all Customer Content. We claim no ownership of it.

The licence you give us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, encrypt, scan for malware, index for search, render previews of, transmit, back up and otherwise process Customer Content, only as needed to provide, secure and support the Service for you, to follow your instructions and to comply with the law. The licence ends when the content is deleted from the Service and from our backups under our retention schedule.

What we do not do. We do not sell Customer Content, use it for advertising, or use it to train artificial intelligence models. Our staff do not open Customer Content, except where you ask us to for support, where it has been reported to us as unlawful or abusive, or where the law requires it.

Your responsibility. You confirm that you have every right, licence and consent needed to upload and share your content, and that doing so does not break the law or anyone else’s rights. You are responsible for the people you invite and share with, and for the settings you choose. Keep your own copy of anything important: the Service is not a substitute for your own backup strategy.

6. The Service

FileMentra offers private file storage, secure transfers, public sending, file requests, collaboration Rooms, reviews and approvals, electronic signatures, virtual data rooms (“Vault”), PDF redaction, audit logs, security controls, single sign-on and an API, as described on our website for each plan. Which features and limits apply depends on the plan of the workspace.

• Malware scanning. Every file is held in quarantine and scanned before it becomes available. A file that fails the scan is rejected and removed. Scanning reduces risk but cannot guarantee that a file is safe; open files from people you do not trust with care.
• Links and guests. Anyone who holds a link you create, and where required the email code sent with it, can open what that link gives access to until it expires or you revoke it. Choose expiry, passwords, download permissions and email verification accordingly.
• Electronic signatures. Signatures made in FileMentra are simple electronic signatures. They are designed to meet the requirements of the EU eIDAS Regulation for simple electronic signatures and of the US ESIGN Act and UETA, and each completed document carries a certificate of completion. They are not qualified electronic signatures. Whether an electronic signature is enough for a particular document is a question of the law that applies to it, and it is your responsibility to check that.
• Redaction and optical character recognition. Redaction removes the marked content from the copy it produces and leaves the original untouched. Text found by optical character recognition may be incomplete. Review every redacted document before you share it.
• Changes. We improve the Service continuously and may add, change or remove features. If we remove a material feature of a paid plan during your paid period, we will tell you in advance and, if you ask, refund the unused part of that period for the affected plan.
• Previews. Features marked beta, preview or “coming soon” are provided as they are, may change or end, and are excluded from any service commitment.

7. Plans, fees and payment

The Free plan costs nothing. Paid plans are sold per workspace, billed in advance monthly or yearly in US dollars, through our payment processor Stripe. Prices are shown on our pricing page and at checkout. Prices exclude tax. Before checkout you tell us the country where you or your business are based, and tax is worked out for that country: where we are required to charge VAT, sales tax or GST it is added and shown before you pay. Today we charge it only in the United Arab Emirates, where we are registered for VAT: 5% is added for buyers based there. In the European Union and the United Kingdom our plans are sold to businesses only: you give your company's VAT number, no VAT is added, and you account for it yourself under the reverse-charge rules. The country and the VAT number you give must be correct; if they are not, you are responsible for any tax that should have been charged. If we start charging tax in your country, we will tell you before it first appears on an invoice. By buying a plan you authorise us, through Stripe, to charge your payment method for the plan and any add-ons you choose at the start of each billing period.

• Automatic renewal. Paid plans renew automatically at the end of each period for the same length of period, at the price that then applies, until you turn renewal off on the Billing page. Turning it off keeps your plan until the end of the period you have paid for; the workspace then moves to the Free plan and keeps its files.
• Launch prices. Where a launch price applies, it is kept for the number of payments stated at checkout (currently the first six monthly payments, or the first year on yearly billing). After that, the plan renews at its list price, which we show on the Billing page in advance.
• Price changes. We may change list prices. A change applies from your next renewal after we have given you at least 30 days’ notice by email or in the app, and you can turn renewal off before it takes effect.
• Upgrades and downgrades. An upgrade takes effect immediately and is charged immediately, pro rata for the rest of the current period. A downgrade takes effect immediately and leaves a pro-rata credit for your next invoice. A downgrade is refused if the workspace holds more than the smaller plan allows; we never delete files to make a downgrade fit.
• When a paid plan ends. If you turn renewal off, the workspace moves to the Free plan when the paid period ends. If it then holds more than Free allows, it becomes read-only: files can be opened, downloaded and deleted, but nothing new can be uploaded or shared until it fits Free or a plan is chosen. Nothing is deleted. A plan that ends because payment failed is described in our Billing & Refund Policy. Vault data rooms are the one exception: they are kept for 30 days after the Vault plan ends, then deleted, unless you return to Vault or export them first.
• Usage limits. Each plan has limits for storage, monthly delivery, transfer size, people and certain features. When the monthly delivery allowance is used up, downloads pause until the next calendar month or until you upgrade.
• Refunds. Fees are non-refundable except as set out in the Billing & Refund Policy or where the law requires otherwise.
• Failed payments. If a payment fails and is not recovered, the workspace becomes read-only for 30 days, as described in the Billing & Refund Policy. If the workspace still holds more than the Free plan allows after those 30 days, files are removed, starting with those in the trash and then the most recently added, until it fits, except files under legal hold. We warn the owner by email before this happens.

8. Consumers

If you use the Service for purposes outside your trade, business or profession, you are a consumer, and nothing in these Terms takes away rights that the law of the country where you live gives you and that cannot be excluded by contract.

If you live in the European Union, the European Economic Area, the United Kingdom or another country with an equivalent rule, you have the right to withdraw from a paid plan within 14 days of buying it, without giving a reason, by writing to [email protected] or using any other clear statement. Because the Service starts immediately at your request, if you withdraw we refund what you paid minus an amount proportionate to the time the paid plan was available to you. We refund within 14 days of receiving your withdrawal, to the payment method you used.

9. Acceptable use

You must follow the Acceptable Use Policy, and make sure your Members and Guests do too. You must not use the Service to break the law, infringe anyone’s rights, spread malware, deceive people or attack the Service.

10. Suspension

We may suspend or restrict access to all or part of the Service, for an Account, a workspace, a link or a file, if: (a) it is reasonably necessary to prevent a security threat or harm to people, other customers or the Service; (b) you materially breach these Terms or the Acceptable Use Policy; (c) payment is overdue as described above; or (d) the law or an order of a competent authority requires it. We limit the suspension to what is necessary and, unless it would be unsafe or unlawful, tell you why and how to resolve it or appeal. We lift it once the reason no longer applies.

11. Term, termination and your data

These Terms apply from when you first use the Service until your Account is deleted.

• By you. You can turn off renewal, leave a workspace, delete a workspace you own or delete your Account at any time from the app. Deleting a workspace or an Account starts a 30-day recovery period during which it can be restored; after that it is permanently erased. Deletion is not possible while a legal hold applies, and an Account that owns a workspace must delete that workspace first.
• By us. We may end these Terms for your Account or workspace with 30 days’ notice for any reason, in which case we refund the unused part of any prepaid period. We may end them immediately if you seriously or repeatedly breach the Acceptable Use Policy, use the Service for unlawful purposes, or do not cure another material breach within 30 days of our notice.
• Your data. Before your workspace ends, you can download your files and request an export of your data from the app. After a workspace or Account is erased, its content is removed from active systems immediately and from backups within their normal rotation, except where the law requires us to keep something.

Sections that by their nature should survive termination, including those on fees owed, ownership, confidentiality, disclaimers, limitation of liability, indemnity and disputes, survive it.

12. Confidentiality and security

We treat Customer Content as confidential. We protect it with encryption in transit and at rest, isolation between workspaces, least-privilege staff access, logging, threat scanning and the other measures described on our security page and in the Data Processing Addendum. We will notify affected customers without undue delay of a personal data breach affecting their content, as described in the Data Processing Addendum.

13. Our intellectual property and feedback

The Service, its software, design, documentation and the FileMentra name and logo belong to us or our licensors. We give you a limited, non-exclusive, non-transferable right to use the Service under these Terms while they apply. If you send us suggestions or feedback, we may use them freely without any obligation to you.

14. The API

You may use our API with keys created in your workspace, within its documented limits. You are responsible for keeping your API keys secret and for everything done with them. We may throttle or revoke keys that endanger the Service or other customers.

15. Third-party services

If you connect Google sign-in, a single sign-on provider or another third-party service, your use of that service is governed by its own terms. We are not responsible for third-party services, and we are not liable for their availability or for what they do with data you choose to send to them.

16. Warranties and disclaimers

We will provide the Service with reasonable skill and care and substantially as described in our documentation. Apart from that, and to the fullest extent permitted by law, the Service is provided “as is” and “as available”, and we exclude all other warranties, conditions and representations, whether express or implied, including those of merchantability, fitness for a particular purpose, title and non-infringement. We do not promise that the Service will be uninterrupted or error free, or that it will meet every requirement you have. Nothing in this section affects the statutory rights of consumers.

17. Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or any other liability that cannot be limited or excluded by law.

Subject to that, and to the fullest extent permitted by law:

• neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect, incidental, special, consequential or punitive damages, even if it was told they were possible;
• each party’s total liability arising out of or in connection with these Terms, in any twelve-month period, is limited to the greater of the fees you paid for the Service in the twelve months before the event giving rise to the claim and one hundred US dollars (USD 100).

These limits do not apply to your obligation to pay fees due or to your indemnity obligations below. If you are a consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill.

18. Indemnity

If you use the Service for business purposes, you will defend and indemnify us, our affiliates and our staff against claims by third parties, and the resulting losses, damages and reasonable legal costs, arising from Customer Content you or your Members uploaded or shared, or from your breach of these Terms or the Acceptable Use Policy. We will tell you promptly about any such claim, let you control its defence, and cooperate reasonably at your cost.

19. Changes to these Terms

We may update these Terms to reflect changes to the Service, the law or our business. If a change materially affects your rights, we will tell you by email or in the app at least 30 days before it takes effect, unless it is required sooner by law or to address security or abuse. If you do not agree to the change, you may stop using the Service and turn off renewal, and we will refund the unused part of any prepaid period affected by it. Continuing to use the Service after the change takes effect means you accept it. Previous versions are available on request.

20. Governing law and disputes

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates. The the courts of Dubai, United Arab Emirates have exclusive jurisdiction to settle any such dispute, except that we may seek urgent relief to protect our intellectual property or the security of the Service in any competent court.

If you are a consumer, you also benefit from the mandatory provisions of the law of the country where you live, and you may bring proceedings in the courts of that country. Before starting any proceedings, please contact us at [email protected]: most problems can be solved quickly that way.

21. General

• Entire agreement. These Terms, together with the documents they refer to, are the whole agreement between you and us about the Service.
• Assignment. You may not transfer your rights under these Terms without our consent. We may transfer them to an affiliate or to a successor in a merger, acquisition or sale of assets, and will tell you if we do.
• Force majeure. Neither party is responsible for failures or delays caused by events beyond its reasonable control, such as natural disasters, war, terrorism, riots, government action, widespread internet or power outages, or failures of third-party hosting providers.
• Notices. We send notices to the email address of your Account or through the app. You send notices to [email protected] or to our registered address.
• Severability and waiver. If a court finds part of these Terms unenforceable, the rest remains in effect. Not enforcing a right does not waive it.
• Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.
• Language. These Terms are written in English. If we provide a translation, the English version prevails, except where consumer law requires otherwise.

22. Contact

Questions about these Terms: [email protected]. Support: [email protected]. Our postal address is shown in section 1.