Terms of use
People Alchemy Ltd
Terms of use (Edition 3, 1st October, 2008)
NOTICE TO USER: Please read this Agreement carefully. By using, copying or installing all or any portion of Alchemy for Managers (AFM) you accept all the terms and conditions of this Agreement. This Agreement is enforceable against you, the User, and any legal entity that obtained the license to use AFM, the Licensee, and on whose behalf it is used: for example, if applicable, your employer. If you do not agree to the terms of this Agreement, do not use AFM.
This Agreement can also be viewed from the Help section of AFM.
1. Definitions.
"PAL" means People Alchemy Ltd, a company whose registered address is Alchemy House, 17 Faraday Drive, Milton Keynes, MK5 7DD, United Kingdom.
"Licensee" means the legitimate purchaser of a license or the holder of a free trial license.
"User" means the person who uses AFM.
"Content" means all information, data, text, images, sound and video included in AFM.
"AFM" means the entire resource known as Alchemy for Managers including all related materials, accompanying documentation, software applications, upgrades, updates, new releases, third party components and Content.
"Online Version" means the version of AFM which is accessible via an internet connection using a web browser.
"Offline Version" means the version of AFM which is installed as an application on a computer and can be used without an internet connection.
"IPR" means the Intellectual Property Rights which includes all vested contingent and future intellectual property rights including but not limited to copyright, trade marks, service marks, design rights (registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration of those rights and all renewals and extensions thereof worldwide whether now known or in the future created to which PAL may be entitled.
2. Grant
PAL, subject to the terms and conditions of this Agreement, hereby grants the User a non-exclusive, non-transferable license to copy, download, install, use, or otherwise benefit from the Content, functionality or intellectual property of AFM during the term of this Agreement which was agreed with the Licensee at the time of obtaining the license. The User may print out a reasonable number of pages for their personal use. The Content may not be supplied to any third party without the prior written consent of PAL. All rights not expressly granted are reserved.
2.1 Multiple Users per license
A license can be purchased for one or more Users. The Licensee can make access to AFM available to Users and authorise them to use AFM under the terms of this Agreement. The number of authorised Users must not exceed the number of Users agreed with the Licensee at the time of purchase of the license. During the term of this Agreement and within reason, the Licensee can withdraw the right of use and the ability to access AFM from one authorised User and give such rights and access to another. The Licensee shall maintain accurate and up-to-date records of the authorised Users and make these available to PAL on request. The Licensee shall ensure that these terms and conditions are brought to the attention of all authorised Users before use, and that all authorised Users comply with them.
2.2 Trial period
On request, PAL will make available to a Licensee a trial license to use AFM for free for a limited period of time in order for prospective license purchasers to assure themselves of the suitability of AFM for their own use.
2.3 Transferability
The Licensee and User may not sell, resell, license, rent, lease or otherwise transfer the license.
2.4 Accuracy of provided information
Licensees and Users warrant that all data provided by them in order to access AFM, for example names and email addresses, to PAL is accurate.
3. Intellectual property
Legal title for all IPR in AFM will remain with PAL and its suppliers and licensors, and under no circumstances transfer to the Licensee or User.
3.1 Reverse engineering
The Licensee and User shall abstain from modifying, decompiling, reverse engineering, disassembling or making derivative products of AFM or decoding it in any way.
The Licensee and User shall not engage in systematic retrieval of the Content from AFM in order to create or compile another repository of information in any way similar to the Content.
3.2 Identifying marks
The Licensee or User may not remove from AFM any copyright notices or identifying marks such as logos or trade names.
4 Termination
The license terminates automatically and access to AFM will be denied without notice from PAL if the Licensee fails to comply with any provision of this Agreement. PAL may, at its sole discretion, re-instate the license and access to AFM if the breach is remedied to the satisfaction of PAL.
PAL may deny access to one or more specific Users under a Multiple Users License if the Users fail to comply with any provision of this Agreement.
5. Updates and upgrades
From time to time, PAL will make updates to Content and upgrades to AFM available.
5.1 Online Version
PAL will apply the updates to the AFM web servers and they will be available to all Online Version Users. PAL may or may not notify the Licensee and Users regarding updates.
5.2 Offline Version
Updates can be retrieved and applied using the automatic update features in AFM, or downloaded as a file and applied manually according to instructions in the Help section of AFM. The User is responsible for proper configuration of the AFM updating process and may contact PAL support for assistance.
6. Support
PAL will provide reasonable support to Users by telephone and email during standard UK office hours. PAL does not guarantee that any particular response times or rectification of any particular faults or problems will be achieved.
7. Disclaimers
AFM is provided "as is" and without warranties of any kind (express, implied, and statutory, including but not limited to the implied warranties or merchantability and fitness for a particular purpose), all of which PAL expressly disclaims to the fullest extent permitted by law. PAL does not warrant that AFM will meet the User’s requirements.
7.1 Content
PAL has taken reasonable care to ensure the accuracy of the Content. However, PAL does not represent or warrant that the Content is or will be complete, accurate, secure, reliable or up to date or that particular results will be achieved as a result of using the Content.
Reliance by the User on the Content or other linked or recommended resources received from PAL shall be at the User’s sole risk, and PAL assumes no responsibility for any errors, omissions, or damages of any kind arising.
Any part of the Content that makes reference to laws or legislation is for guidance only, and is not authoritative. Always seek legal advice before acting on such information.
Users of AFM are encouraged to confirm the information contained in the Content with other sources, and to seek local qualified advice if embarking on any actions that could carry personal or organisational liabilities.
7.2 Service
PAL reserves the right to suspend provision of any or all of AFM for technical, regulatory or legal reasons. PAL does not warrant that AFM operation will be uninterrupted or error free. PAL will use all reasonable endeavours to minimise such periods of non-availability. The Licensee will have no claim for breach of contract or otherwise in respect of any such period of non-availability.
7.3 Version
The Content is tailored for use in respect of the UK and parts of the Content may be inapplicable to other countries.
8 Exclusions, Limitations
In this clause (and in any other clause excluding or limiting liability) PAL includes its directors, officers, employees, subcontractors, agents, distributors, resellers, suppliers, contributing authors and any affiliated companies.
8.1 Negligence
Nothing in this Agreement in any way excludes or restricts PAL’s liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or restricted. Nor does it affect consumers’ statutory rights.
8.2 Pricing
The Licensee acknowledges that the pricing of the license for AFM is directly related to, and would be substantially higher in the absence of the exclusions, limitations and indemnity in this section and elsewhere in this Agreement and that they are therefore reasonable.
8.3 Exclusions
Without prejudice to the foregoing, in no event (including negligence) will PAL be liable for any:
a. economic losses (including, without limit, loss of income, loss of revenues, profits, contracts, business or anticipated savings);
b. loss of goodwill or reputation;
c. special, indirect or consequential losses; or
d. damage to or loss of data including without limit any data created or stored with AFM nor for the costs of recovering or replacing such data;
even if PAL has been advised of the possibility of such damage or losses.
e. any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
8.4 Aggregate liability
Without prejudice to the foregoing, PAL’s total aggregate liability in contract, tort (including negligence) or otherwise in connection with this Agreement or AFM for any one event or series of related events is limited to the amount of the license fee paid by the Licensee.
9. Indemnity
The Licensee will indemnify PAL against all claims, damages, liabilities, costs (including reasonable legal fees) directly or indirectly related to the User’s use of AFM (save insofar as PAL is at fault) or breach of this Agreement.
10. Technology against unauthorised use
The Offline Version of AFM may include product activation and other technology designed to prevent unauthorised use. AFM may also include functionality that will render it non-operational upon expiration of this Agreement or termination of the license. The Licensee and User agree not to circumvent or attempt to circumvent the license duration restrictions.
11. Security
The Licensee and User are responsible for the security and safe keeping of User login details, any license keys and any access or activation codes. The Licensee agrees to notify PAL if it suspects these access details have been compromised or AFM is subject to unauthorised use.
12. Privacy Policy
PAL will collect, hold and process data relating to all Users and their use of AFM. By using AFM, Users consent to such data collection and processing. PAL will take all reasonable precautions to hold such data securely.
12.1 Uses of data
PAL will use the collected data for the following purposes:
a. analysis of AFM usage
b. measurement of site performance
c. notifying Users of changes and updates to AFM
d. setting a cookie on the User’s computer to customise access to AFM for that User
e. aggregation of usage data for reporting to a Licensee which holds a Multiple Users License
f. marketing to Users of services or products from PAL and its affiliates and partners
g. sending surveys to Users to gather information to inform AFM development
12.2 Access to data
PAL will provide Users with a copy of the data held about them on payment of a small fee. Should a User find any inaccuracies they can notify PAL and the data held will be corrected.
12.3 Disclosure of data
PAL will not disclose collected data to third parties except as detailed above unless a government, regulatory body or the law requires or allows us to disclose such data.
13 Equipment to access AFM
Users are required to provide and maintain their own computer equipment, operating systems and software, and where required an internet connection in order to access AFM. PAL will take all reasonable precautions to ensure AFM is free of viruses and other malware, but cannot be held liable for any loss or damage caused by such programs. Users are expected to maintain their own defences against such programs.
14. General
14.1 Agreement
The Licensee may have another written agreement directly with PAL that supplements or supersedes all or portions of this Agreement. Such an agreement will directly state that it is pre-eminent over this Agreement, otherwise, this Agreement is the entire and sole understanding between PAL and the Licensee with respect to AFM.
14.2 Severability
If any provision of this Agreement is deemed void, unenforceable or ineffective for any reason, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement and the remainder of this Agreement shall continue in full force.
14.3 Waiver
Any failure by PAL to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
14.4 Headings
Headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement.
14.5 Notices
All notices shall be given to a party to this Agreement by the other by recorded post delivery to PAL at its current trading address as specified on its website at www.peoplealchemy.co.uk and to the Licensee to the postal address specified when purchasing the license for AFM. Notices sent by post will be deemed to be received three working days after the date of posting.
14.6 Variations
PAL reserves the right to revise or amend this Agreement from time to time. The new form of this Agreement will be published in the Help section of AFM and accessible to all Users. Continued use of AFM after the revised Agreement has been published will be deemed to be acceptance of the revised Agreement.
If the changes are significant and would have a material affect on Users and their use of AFM, PAL may inform all Users via email of the changes.
14.7 Force majeure
Neither party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement caused by circumstances beyond that party's reasonable control.
14.8 Rights of third parties
This Agreement is made for the benefit of PAL and the Licensee and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforced by, any other party.
14.9 Governing Law
This Agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England & Wales.