Terms and Conditions


1.1. In this Agreement the following definitions shall be applied:

a) “The Company” shall mean Fileaway Limited registration number 453404.

b) “The Client” shall be the party or parties contracting with the Company in this Agreement and may be an individual or individuals (who shall not be a minor/s), partnership, body corporate or incorporate, or any government agency or other private or public body or legal entity and the term "Client" shall where appropriate include "Clients Authorised Personnel".

c)(i) “Client Authorised Personal” shall be the persons nominated by the company (who shall not be minors) to visit the file centre on behalf of the company and to collect and or inspect files contained therein. The name or names and signatures of any such Clients Authorised Personnel shall be inserted on the Authorisation Form and such Clients authorised personnel accept the appointment and agree to be bound by the terms and conditions of these terms and conditions of contract

(ii) The Client shall at all times remain responsible and liable for the acts, errors, negligence, omissions and/or default of any of the Clients authorised personnel so appointed. The company shall at all times remain responsible and liable for the acts, errors, negligence, omissions and/or default of any of the agents, servants, sub contractors or employees so appointed.

(iii) If the Client shall be two or more individuals, each of such persons shall have unrestricted access to the Files with power to surrender or exchange the same and in the event of the death of any such person or persons, the survivor or survivors shall, except as otherwise provided by law, continue to have unrestricted access to, with power to surrender or exchange, the said Files provided that the Company shall not be obliged to accept the instructions of one or more such persons as to the limiting of access to the Files, or otherwise, to the other or other such persons and the Company shall have no liability for any loss of whatsoever nature howsoever occurring (including, but not limited to, in negligence) arising out of access to or any dealings with the contents of the Files by the Clients authorised personnel. Where the Client is more than one individual then they shall be jointly and severally liable under this Agreement.

d) “Files Centre” or "the Centre" shall mean the Files Centers operated by the Company at Clones County Monaghan or at such other premises as the Company may operate from time to time.

e) “contents of the file” shall mean such data files and documentation that is stored within the sealed envelope(s) supplied by the company deposited by the Client with the Company for transport, receipt, handling, storage, cataloguing, service or destruction.

f) “Envelope” shall mean the plastic seal and tamper proof envelope provided by the company to the client and in which the file is stored. The dimensions of the box are 403mm * 303mm * 246mm

g) “File” shall consist of the documentation of the client contained within the sealed envelope. Each file shall consist of no more than two envelopes. If the file consists of two envelopes then these envelopes must be bound together at the time that the file is presented to the company for storage. When the contents of the file will exceed two sealed envelopes then the contents of the file must be stored in a box which will be supplied by the company to the client.

h) “Storage period” shall be for a period of twelve years. This shall be the period in which the company will store the files for the client at the file centre. The period of twelve years shall commence from the date on which the files are collected from the client’s premises by the company. At the end of the storage period the file will be returned to the client or the file can be destroyed by the company for the client, on the clients’ written request and at the expense of the client.

i) “Box” shall be a cardboard box supplied by the company to the client for the purposes of storing the contents of a file (which cannot be contained within two of the envelopes supplied by the company to the client) the dimensions of the box are 403mm * 303mm * 246mm

j) “Charge " shall mean the then current charge payable for the storage of each file. This is in the sum of €25.00 plus VAT which is chargeable at the current rate applicable at the time of the creation of the invoice by the company. In the event that the contents of a file are stored within a box then the current charge payable for the storage of a box shall be in the sum of €50.00 plus VAT which is chargeable at the current rate applicable at the time of the creation of the invoice by the company.

k) The use of the singular shall include the plural and the use of the masculine shall include the feminine and vice versa where appropriate or necessary in this Agreement.

2.0 Use of the Files Centre

2.1. The Client shall not use the Centre for (a) the storage of noxious, offensive, corrosive, inflammable or explosive matter, drugs, chemicals, firearms or ammunition, (b) any substance that might be harmful to the Centre or to the persons using the Centre, or (c) for any criminal, illegal or immoral purpose. The Client or the Clients authorised personnel shall not cause or allow any harm or damage to the property or the staff of the Company or any other clients or users of the Centre.

2.2. The Client hereby appoints the Company as his agent having full authority to deal with the Files and contents for the purpose only of fulfilling its obligations under this agreement.

2.3. The Company may at any time return or refuse to accept any Files if the Company show that the client is in breach of its obligation under this agreement

3.0 Staffing and Office Hours The Company shall procure that the Centre shall be appropriately staffed and open during normal business hours from Monday to Friday. The Company reserves the right to alter its general business hours from time to time and will notify the Client of any such alteration. The Company similarly reserves the right to alter temporarily business hours in the interests of security and management of the Centre. After-hours emergency cover is also provided as set forth in the After-Hours Emergency Media Recall Procedure Notice.

4.0 Lien. The Company shall have a general lien upon the Files and the contents of the Files for all or any payments actually due and not in dispute from the Client to the Company and for all reasonable expenses, costs and disbursements caused to or incurred by the Company by reason of the breach hereof by the Client or any of the Clients authorised personnel.

5.0 Liability and Insurance Attention is drawn to the provisions of Conditions 11 and 12 of this Agreement, which limits the liability of the Company for loss or damage to the Files stored. The Company has affected a policy of insurance on the files, the cover of which is limited to the value of the physical materials in which such files are stored (up to a maximum of €100,000.00) and does not cover the value of the files or information stored thereon or therein nor the cost of reinstating such files. The Client is advised to effect insurance, separately to this agreement, for any item or items or for any files of particular value.

5.0 Warranties and Undertakings

5.1. The Client warrants and undertakes that:

a) Save as otherwise provided in this Agreement, it is contracting as principal and not as agent and has the authority to engage the Company to deal with the Files in accordance with this Agreement;

b) It has the lawful possession and legal right and authority to place all the Files in storage;

c) It will comply with all reasonable written instructions and written operating procedures issued by the Company to the client from time to time relating to the handling and storage of the Files at the Centre, and it will ensure that its employees, servants, agents and subcontractors will so comply;

d) It shall not use the Centre for the storage of any illegal, immoral, obscene, offensive, corrosive, inflammable or explosive matter, prohibited substances (including drugs), chemicals, firearms or ammunition or any substance which might be harmful to the Centre or to persons using the Centre or for any criminal, illegal or immoral purpose and that the Files are not dangerous to and will not contaminate persons or property or breach any environmental laws or regulations and that the Company shall not need to take any unusual safety precautions in handling and storing them;

e) It will comply with any reasonable requirement of the Company's insurers which are drawn to its attention in writing by the Company;

f) The Client shall keep the Company indemnified to the best of its knowledge, information and belief and hold the Company harmless against any loss of whatsoever nature howsoever arising other than by reason of negligence of its servants, agents, subcontractors or employees as a result of any breach by the Client of its warranties and undertakings contained in Condition 6 or any breach by the Client of any of its obligations under this Agreement.

5.2. The Company warrants and undertakes that: 5.3.

a) It will store the files on behalf of the client for the storage period, in the file centre.

b) That it will collect the files from the premises of the client, at a periodic basis on a date and at a time to be agreed between the company and the client.

c) That it will return the files to the client when requested to do so, when requested via the companies website. The files will be returned to the company by Hayes DX, via recorded delivery.

d) That at the end of the storage period the file will be returned to the client or the file can be destroyed by the company for the client, on the clients’ written request and at the expense of the client

e) It may employ the services of any other contractor for the purposes of fulfilling the Agreement provided that the Company shall inform the Client of its intention to do so at least 30 days in advance of employing such other contractor and shall require any such other contractor(s) to sign an agreement procuring compliance by the contractor(s) with the provisions of this Agreement The client has the right to vet any sub-contractor for a specified advance notice period of 1 month. However, the company will be liable to the client to fulfill its obligations within this contract

f) It enters into this Agreement for and on behalf of themselves and their servants and agents all of whom shall be entitled to the benefit of this Agreement and shall be under no liability whatsoever to the Client save where there is negligent acts or omissions of its servants and agents or otherwise or anyone claiming through the Client in respect of the Files and contents in addition to or separately from that of the Company under this Agreement.

g) The services to be supplied pursuant to this Agreement will conform to the description of the services set out in this Agreement and any schedules hereto (such as service level agreement, rotation schedules etc). In the event of any non-conformance the Company shall at its own expense remedy such non-conformance within 14 days.

h) It shall keep the Client indemnified and hold the Client harmless against all loss of whatsoever nature howsoever arising, damages, claims, demands, awards, proceedings, costs and expenses of whatsoever nature howsoever arising and from and to whomsoever as a result of any breach by the Company of any of its obligations under this Agreement.

i) All other representations and warranties expressed or implied and whether arising at common law, by trade, usage or by statute as to the quality of any services supplied are hereby excluded insofar as it is possible to exclude such representations and warranties.

j) In relation to the services to be provided to the customer pursuant to this Agreement that:

i. the Company has the necessary skill to render this service,

ii. the Company will supply the service with due skill, care and diligence,

iii. where materials are used, they will be sound and reasonably fit for the purpose for which they are required, and

iv. where goods are to be supplied under this Agreement, they will be of merchantable quality.

6.0 Storage and Service Charge All charges and service under this Agreement shall be as set out within the definitions and terms of this agreement. They may be amended from time to time and as may be reasonably increased by advance notice in writing to the Client. Such increases will reflect current inflationary climate and may be subject to a minimum price increase linked to the consumer price index (CPI).

All payments due by the Client, unless otherwise agreed, shall be paid by the company within 30 days of being invoiced by the company.

All charges and service are exclusive of VAT and other taxes which shall be payable by the Client at the applicable rate.

The company will send to the client at the end of each month individual invoices for each of the files stored during the month. These invoices, together with a statement of account will be furnished to the client by email.

Payment shall be made to the company by electronic transfer to the company bank account at Bank of Ireland, Sort Code 900543, Account Number 86755817.

7.0 Miscellaneous Charges All miscellaneous services such as cataloguing, indexing, sorting, collection, delivery, destruction and arrangement of Clients files so that same are in a condition suitable for storage, are available under special terms and conditions to be negotiated from time to time between the Client and the Company.

8.0 Interest Interest may be charged on all sums due to the Company under this Agreement at the rate and in the manner referred to under the provisions of the European Communities (Late Payment in Commercial Transactions) Regulations 2002.

9.0 Termination a) Each party may terminate immediately if the other party or the authorised personnel of the other party

i. fail to materially observe or perform the terms and provisions of this Agreement;

ii. being a company, an order is made or an effective resolution is passed for its winding up, or there is convened a meeting of the Company for the purpose of putting the Company into examiner ship, or arrangement or composition for the benefit of its creditors, or if a Receiver or Examiner is appointed over the undertaking or any part thereof, or if it shall be deemed unable to pay its debts pursuant to section 213 of the Companies Act 1963 (as extended or amended);

iii. if any representation, warranty or statement made by the other party is materially untrue or materially incorrect;

iv. being an individual dies, or commits any act of bankruptcy or is declared bankrupt or enters into an arrangement with his creditors.

b) Immediately on the termination of this Agreement the Client shall at the request of the Company, remove the Files from the Centre and the company shall refund to the client the money due to the client for the remainder of the storage period (less any expenses reasonably incurred by the company for the costs of storage of the files and the return of the files to the client). of

c) The Company shall have the right for so long as the Client owes sums to it and which are not in dispute or when so ever the Client shall have failed to comply with any obligation under the terms of this Agreement to prevent access to the Files.

d) Nothing in this clause shall preclude the Company and the Client from pursuing any other legal remedy.

e) Termination of this Agreement shall automatically result in the termination of any arrangement between the Company and any contractor(s) regarding the performance of the Company’s obligations under this Agreement.

10.0 Confidentiality The Company will take all necessary steps to ensure that all Files and contents and other items in storage will remain confidential and will not be examined, reproduced or withdrawn by a third party without the Clients consent. The Client further acknowledges that this Agreement and the entirety of its contents (including, for the avoidance of doubt, all provisions and details relating to pricing and costs) constitute confidential information and the Client undertakes to keep such confidential at all times including after the termination of this Agreement.

11.0 Losses

11.1. Neither party shall be liable to the other for any indirect or consequential or economic loss or damage, (including, but not limited to, loss of profits, loss of revenue, loss of contracts, loss of goodwill or reputation, loss of anticipated savings, loss of data) or inconvenience to the other party or any person unless caused by the negligence of that party’s servants, agents or sub-contractors as a result of the act or omission of that party.

11.2. The Company shall not be liable to the Client or any other person for

a) For the purposes of loss calculation the de minimis shall not exceed the net income generated from this contract in any one year

b) Any loss or damage howsoever caused to the Client or any other person that arises while the Files are not in the possession, custody or control of the Company or its agents or subcontractors

c) Loss or damage sustained as a result of an ex-employee of the client, using its knowledge of the Company’s security levels and authorised personnel listing to gain access to the Files Centre or the Files, provided that the Company shall have reasonable security measures in place to prevent any unauthorised access

d) Loss or damage caused by ordinary wear and tear as a result of the passage of time and changes in temperature and humidity, provided that the Company takes all reasonable care to ensure good storage methods

e) Any amount more than the rateable proportion of any claim under this Agreement in relation to which the Client shall have effected insurance covering the same loss or damage.

12.0 Force Majeure No failure or omission by either party to carry out or observe any of the terms of this Agreement shall give rise to any claim against the party in question or be deemed a breach of the agreement if such failure or omission arises from any cause reasonably beyond the control of that party.

13.0 Notices Any notice required to be given hereunder shall be in writing and shall be sent by hand, by pre-paid ordinary post or by email to the business address of the client or the company.

14.0 Dispute / Arbitration

14.1. In the event of any dispute between the Parties arising out of or in connection with this Agreement, the parties shall use all reasonable endeavors to resolve the matter on an amicable basis.

14.2.If either party serves formal written notice on the other that a dispute has arisen and that parties are unable to resolve the dispute within a period of 30 days from the service of such notice, then the dispute shall be referred in the first instance to the Operations Manager of both the company and the client.

14.3. If the Managers are unable to find a compromise solution or otherwise resolve the dispute within 30 days then the matter shall be referred to the Chief Executive Officers of both the company and the client to try to find a compromise solution or otherwise resolve the dispute.

14.4. In default of agreement within 30 days the same shall be referred to and finally settled by a single Arbitrator to be agreed upon by the parties hereto or in default of agreement to be nominated by the President for the time being of the Incorporated Law Society of Ireland in accordance with the provisions of the Arbitration Act 1954 or any statutory modification or reenactment thereof for the time being in force.

14.5. Any arbitration which takes place pursuant to Condition 15.4 shall take place in Dublin at a venue chosen by the arbitrator.

15.0 Variation This Agreement and every other Agreement between the Company and the Client shall be subject to these conditions and no variations or waiver of or addition to these conditions shall be effective unless in writing and signed by both parties.

16.0 Irish Law

16.1. All disputes between the parties arising out of or in any way relating to the Agreement or any other disputes between the parties in any way connected with the subject matter of the Agreement shall be governed by the laws of Ireland.

16.2. Nothing contained in this Condition or Condition 15 herein shall limit the right of the parties to seek provisional or protective relief in the courts of another State or Ireland pending arbitration in accordance with Condition 15 herein whether prior to, during or after any arbitration has commenced in Ireland or the right of the parties to bring enforcement proceedings in another State on foot of an Irish order for provisional or protective relief or an Irish arbitral award.

16.3. Without prejudice to the provisions of Condition 15 herein each of the parties hereby submits to the exclusive jurisdiction of the Irish Courts for the purpose of any disputes arising out of or in any way relating to Condition 15 or any other proceedings in any way connected with Condition 15 herein.

17.0 Data Protection The Company acknowledges that in receiving and storing Data under this agreement, it may process personal data within the meaning of the Data Protection Act, 1988 and Data Protection Amendment Act 2003 (as amended, extended or replaced) (together, the “Act”). In such circumstances, the Company agrees that:

(a) it will comply with its obligations under the Act;

(b) it will process such personal data solely in accordance with the instructions of the Client;

(c) it will implement such technical and organisational security measures as are necessary to comply with the security obligations of the Act

(d) it will put in place appropriate security measures to prevent unauthorized access to, or alteration, disclosure or destruction of, the data and to prevent their accidental loss or destruction.

(e) the Client and/or their respective independent auditors shall have the right to conduct an operational audit pertaining to Services rendered pursuant to this Agreement, in order to verify the Company is complying with its obligations under this Agreement and in particular to verify the security and organisational measures the Company has in place are in compliance with the Act.

(f) it will comply with any reasonable requests of the Client for the purposes of compliance with Act.

(g) the Company shall use its best efforts to recover from a disaster and to continue providing Services to the Client within a commercially reasonable period. The Company and the Client acknowledge and agree that the performance of the Services under this Agreement may be subject to regulation and examination by regulatory agencies having jurisdiction over the business of the Client. Each party to this Agreement shall notify the other party promptly of any formal request by an authorised governmental agency to examine files regarding the Client that are stored or handled by the Company. Upon request, the Company shall provide any relevant assurances to such agencies and shall subject itself to any required examination or regulation

18.0 Acceptance The act of tendering files for storage and/or other services by the Company constitute acceptance by the Client to the terms, conditions and rates in this contract.

How it Works

Fileaway provides your practice with secure plastic envelopes. These envelopes will be labeled with all of your practices details, including your DX number.



All costs to your practice can be charged by you, to your client as outlay.



We currently have a number of positions available in our warehouse