People Alchemy Ltd
NOTICE TO USER: Please read this Agreement carefully. By using, copying or installing all or any portion of APA 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 APA, 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 APA.
This Agreement can also be viewed from the Help section of APA.
"the Act" means Data Protection Act 1998.
"User" means any person who is authorised to use APA under the terms of this Agreement
"Content" means all information, data, text, images, sound and video included in APA.
"APA" means the entire resource known as 'Alchemy Performance Assistant' or 'Alchemy for Managers' including all related materials, accompanying documentation, software applications, upgrades, updates, new releases, third party components and Content. The Licensee may rename APA for use within its organisation.
"IPR" means the Intellectual Property Rights which includes all current and future intellectual property rights including but not limited to copyright, trademarks, 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 to which PAL or any other third party author of Content may be entitled.
"Term" means the currency of this license which is subject to annual renewal and payment by the Licensee. APA contains technology against unauthorised use as set out in clause 10.
PAL, subject to the terms and conditions of this Agreement, hereby grants the Licensee and each User a non-exclusive, non-transferable license to copy, download, install, use, or otherwise benefit from the Content and functionality of APA during the Term. The Content may not be supplied to any third party without the prior written consent of PAL. All rights not expressly granted are reserved.
The Licensee can make access to APA available to Users and authorise them to use APA under the terms of this Agreement. The Licensee shall ensure that these terms and conditions are brought to the attention of all Users before use, and that all Users comply with them.
The license granted to the Licensee will either be for multiple users under the provisions of clause 2.1 or a site license under the provisions of clause 2.2. The type of license, number of Users and the Term will be specified in PAL's invoice for license fees for APA.
2.1 Multiple Users per license
The number of Users must not exceed the number of Users agreed in writing with the Licensee. During the term of this Agreement and within reason, the Licensee can withdraw the right of use and the ability to access APA from one User and give such rights and access to another.
2.2 Site Licence
The Licensee may grant access to APA to any employee of the Licensee without limit upon the number of Users.
2.3 Trial period
On request, PAL will make available to a Licensee a trial license to use APA for free for a limited period of time in order for prospective license purchasers to assure themselves of the suitability of APA for their own use.
The Licensee and User may not sell, resell, license, rent, lease or otherwise transfer the license.
2.5 Accuracy of provided information
The Licensee warrants that all data provided by them to PAL in order to access APA, for example names and email addresses, is accurate.
3. Intellectual property
Legal title for all IPR in APA 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 APA or decoding it in any way.
The Licensee and User shall not engage in systematic retrieval of the Content from APA 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 APA any copyright notices or identifying marks such as logos or trade names.
Either Party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if the other Party commits a material or continuing breach of this Agreement which is not capable of remedy, or (where it is capable of remedy) fails to remedy the breach within thirty (30) days of being notified of the breach by the terminating Party.
5. Updates and upgrades
From time to time, PAL will make updates to Content and upgrades to APA available. PAL will apply the updates to the APA web servers and they will be available to all Users. PAL may or may not notify the Licensee and Users regarding updates.
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.
APA 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 APA will meet the Licensee's or the User's requirements.
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 Licensee or the User on the Content or other linked or recommended resources received from PAL shall be at the Licensee's and 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. PAL recommends that Users seek legal advice.
PAL recommends that Users confirm the information contained in the Content with other sources, and seek local qualified advice if embarking on any actions that could carry personal or organisational liabilities.
PAL reserves the right to suspend provision of any or all of APA for technical, regulatory or legal reasons. PAL does not warrant that APA 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.
The Content is tailored for use in respect of the UK and parts of the Content may be inapplicable to other countries.
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.
Nothing in this Agreement excludes or limits PAL's liability for death or personal injury caused by the negligence of PAL?s employees nor for fraudulent misrepresentation nor for anything which may not legally be excluded or restricted; nor does it affect consumers' statutory rights.
The Licensee acknowledges that the pricing of the license for APA 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.
Subject to clause 9 below (Indemnity), 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 within APA nor for the costs of recovering or replacing such data; even if PAL has been advised of the possibility of such damage or losses.
Subject to clause 9 below (Indemnity), where PAL is liable to the Licensee in relation to breach of contract or negligence, PAL's liability will be for direct losses only and will be limited (for any one event or series of related events) to 150% of the value of the annual licence fee paid to PAL by the Licensee.
PAL shall indemnify the Licensee against all claims, demands, proceedings and any loss, damage and costs which result from any claim that APA (or any Content or functionality thereof) infringes any IPR lawfully owned by any third party.
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 APA is subject to unauthorised use.
PAL will collect, hold and process data relating to all Users and their use of APA. By using APA, Users consent to such data collection and processing. PAL will take all reasonable precautions to hold such data securely. Where data is personal data as defined by the Act PAL will comply with its obligations as data processor under the Act.
11.1 Uses of data
PAL will use the collected data for the following purposes:
a. analysis of APA usage;
b. measurement of site performance;
d. setting a cookie on the User's computer to customise access to APA for that User;
e. aggregation of usage data for reporting to a Licensee
11.2 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.
11.3 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 PAL to disclose such data.
12 Equipment to access APA
Users are required to provide and maintain their own computer equipment, operating systems and software, and an internet connection in order to access APA. PAL will take all reasonable precautions to ensure APA 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.
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 takes precedence over this Agreement, otherwise, this Agreement is the entire and sole understanding between PAL and the Licensee with respect to APA.
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.
Any failure by PAL or the Licensee to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement.
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.peopleAPA.co.uk and to the Licensee to the postal address specified when purchasing the license for APA. Notices sent by post will be deemed to be received three working days after the date of posting.
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 APA and accessible to all Users. Continued use of APA 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 effect on Users and their use of APA, PAL may inform the Licensee via email of the changes.
13.7 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.
13.8 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.
13.9 Governing Law
This Agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England & Wales.
PAL shall keep and procure to be kept secret and confidential all information disclosed or obtained as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same save for the purposes of the proper performance of this Agreement, as required by law or a Court order, or with the prior written consent of the Licensee.