Terms of use

People Alchemy Ltd

Terms of use (Edition 12, 25th May, 2018)

NOTICE TO USER: Please read this Agreement carefully. By using all or any portion of APA you accept all the terms and conditions of this Agreement. This Agreement is enforceable against you, the Licensee. 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.

Background:

A) PAL has developed APA.

B) The Licensee wishes to use APA

C) The parties have agreed to enter into this Agreement to set out the terms and conditions upon which the Licensee shall use APA

D) The Licensee is an individual and is the data subject for the purposes of Data Protections Laws and PAL is the data controller for the purposes of Data Protection Laws.

1. Definitions.

"Data Protection Laws" means the General Data Protection Regulation (EU) 2016/679, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

"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 Assistant' or 'Alchemy for Managers' including all related materials, accompanying documentation, software applications, upgrades, updates, new releases, third party components and Content.

"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 licence which is subject to annual renewal and payment by the Licensee.

2. Grant

PAL, subject to the terms and conditions of this Agreement, hereby grants the Licensee a non-exclusive, non-transferable licence 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.

2.1 Trial period On request, PAL will make available to a Licensee a trial licence to use APA for free for a limited period of time in order for prospective licence purchasers to assure themselves of the suitability of APA for their own use.

2.2 Transferability The Licensee may not sell, resell, licence, rent, lease or otherwise transfer the licence.

2.3 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.

3.1 Reverse engineering The Licensee is prohibited from modifying, decompiling, reverse engineering, disassembling or making derivative products of APA or decoding it in any way. The Licensee 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 may not remove from APA any copyright notices or identifying marks such as logos or trade names.

4 Termination

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. PAL may or may not notify the Licensee regarding updates.

6. Support

PAL will provide reasonable support to the Licensee 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

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 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 Licensee on the Content or other linked or recommended resources received from PAL shall be at the Licensee'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 the Licensee seeks legal advice. PAL recommends that the Licensee confirms 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.

7.2 Service

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.

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 Liability

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 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.

8.2 Pricing

The Licensee acknowledges that the pricing of the licence 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.

8.3 Exclusions

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.

8.4 Limitation

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.

9. Indemnity

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.

10. Security

The Licensee is responsible for the security and safe keeping of login details, any licence keys and any access or activation codes. The Licensee shall notify PAL if it suspects these access details have been compromised or APA is subject to unauthorised use. APA contains technology against unauthorised use as set out in this clause.

11. Processing of personal data

PAL shall process personal data in compliance with the obligations placed on it under Data Protection Laws. The privacy policy at schedule 1 of this Agreement details how PAL deals with data.

12. Equipment to access APA

The Licensee is 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. The Licensee is expected to maintain its own defences against such programs.

13. General

13.1 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 takes precedence over this Agreement, otherwise, this Agreement is the entire and sole understanding between PAL and the Licensee with respect to APA.

13.2 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.

13.3 Waiver 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.

13.4 Headings Headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement.

13.5 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 licence for APA. Notices sent by post will be deemed to be received three working days after the date of posting.

13.6 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 APA and accessible to all Licensees. 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 the 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.

14. Confidentiality

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.

Schedule 1

Privacy Policy

People Alchemy Limited is a limited company under number 3792933 and whose registered office is at Alchemy House, 17 Faraday Drive, Milton Keynes, MK5 7DD. References to 'we', 'us' or 'our' are references to People Alchemy Limited.

We will collect, hold and process data relating to all individuals and their use of APA. We collect this data from you. When we collect data from you we are regulated under the General Data Protection Regulation which applies across the European Union (including in the United Kingdom).

We will take all reasonable precautions to hold such data securely. We will comply with our obligations as a data processor under the applicable laws.

The personal data we collect and use.

We may collect the following personal information about you when you contact us through the website or in person or over the phone :

• your name, email address and phone number

• postal address and payment details

• any other personal information you provide to us.

How and why we use your personal data.

We only use your personal information for the following:

• to assist us with performing our contract or to take steps at your request before entering into a contract; or

• to comply with our legal and regulatory obligations.

Disclosure of data.

We may disclose your personal data to:

• our agents and service providers;

• law enforcement agencies in connection with any investigation to help prevent unlawful activity or to comply with our legal and regulatory obligations;

• our insurers and brokers; and

• our bank.

We will not share or disclose collected data to third parties except as detailed above unless a government, regulatory body or the law requires us to disclose such data.

Transferring your personal data out of the EEA.

To deliver services to you, it is sometimes necessary for us to share your personal data outside the European Economic Area (EEA), eg with your and our service providers located outside the EEA or if you are based outside the EEA. These transfers are subject to special rules under European and UK data protection law. We will, ensure the transfer complies with data protection law and all personal data will be secure. Our standard practice is to use standard data protection contract clauses which have been approved by the European Commission.

How long we keep your data.

We only retain your personal information for as long as you have an account with us or we are providing products and services to you. Thereafter, will keep your personal information for as long as is necessary:

• to respond to any questions, complaints or claims made by you or on your behalf;

• to show that we treated you fairly;

• to keep records required by law.

We will not retain your personal information for longer than necessary for the purposes set out in this policy. Any back up files containing your personal information will be deleted after their retention period of 12 months.

Your rights.

Under the General Data Protection Regulation individuals have a number of important rights free of charge. In summary, those include rights to:

• access to your personal data and to certain other supplementary information

• require us to correct any mistakes in your personal data which we hold

• require the erasure of personal data concerning you in certain situations

• receive personal data concerning you which you have provided to us and have the right to transmit such data to a third party in certain situations.

• object at any time to processing of personal data concerning you for direct marketing

• object to decisions being taken by automated means which produce legal effects concerning you or similarly significantly affect you

• object in certain other situations to our continued processing of your personal data

• otherwise restrict our processing of your personal data in certain circumstances.

For further information on each of those rights, including the circumstances in which they apply, see the Guidance from the UK Information Commissioner's Office (ICO) on individuals' rights under the General Data Protection Regulation.

If you would like to exercise any of those rights, please:

• email, call or write to us

• let us have proof of your identity and address (a copy of your driving licence or passport and a recent utility or credit card bill), and

• let us know the information to which your request relates.

How to contact us.

Please contact us if you have any questions about this privacy policy or the information we hold about you. If you wish to contact us, please send an email to [email protected] or write to us at People Alchemy, Alchemy House, 17 Faraday Drive, Milton Keynes, MK5 7DD