The fine print...

Service Level Agreement (SLA)

Our terms

1.                 These terms

     1.1              What these terms cover. These are the terms and conditions on which we supply products to you, whether these are services or digital content. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

     1.2              Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

     1.3              This is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

2.                 Information about us and how to contact us

     2.1              Who we are. We are Aphex Consulting Ltd a company registered in England and Wales. Our company registration number is 09681747 and our address is 1, Vincent Square, London SW1P 2PN. Our registered VAT number is 260025254.

     2.2              How to contact us. You can contact us by telephoning our customer service team at 07501960030 or by writing to us at accounts@aphex.co.

3.                 Intellectual property rights

     3.1              You acknowledge that all intellectual property rights in the “Planner”, or other software (“Software”) and any accompanying documentation (“Documentation”) throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with these terms.

     3.2              Any information entered by you into the Planner shall remain your information, and no proprietary rights to that information shall accrue to us. To the extent required to allow us to provide the Software, you grant us a royalty-free, worldwide licence to use that information. You agree that we may use that information to improve our products and services, conduct analysis and performance assessments of the Software, provided we do not share it with any third parties. We may use your information in aggregated, anonymised form, and this may be shared to provide insight for the benefit of our customers generally.

     3.3              You may request a record of all information we hold that you have provided during your use of the Software, which we shall provide to you in an agreed file format.

4.                 Confidentiality and it security, data protection

     4.1              Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by section 4.2.

     4.2              Each party may disclose the other party's confidential information:

          4.2.1          to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this section 4; and

          4.2.2          as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

     4.3              No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.

     4.4              We shall at all times protect your information in accordance with best industry practice, including logical and physical segregation of your data from our other customers.

     4.5              We will handle your data in accordance with our Privacy Policy. aphex.co/privacy

5.                 Warranty

We warrant that the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs. It is otherwise provided on an “as is” basis, without guarantee of accuracy or completeness, results or business outcome. Nothing in the Software or our provision of services, if any, shall constitute advice, and the Software is designed as a tool to assist in visualising and understanding data only.

6.                 Restrictions

     6.1              Except as expressly set out in these terms or as permitted by any local law, you undertake:

          6.1.1          not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

          6.1.2          not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

          6.1.3          not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

               6.1.3.1     is used only for the Permitted Objective;

               6.1.3.2     is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

               6.1.3.3     is not used to create any software that is substantially similar in its expression to the Software;

          6.1.4          to share user credentials with anyone other than the user to which those credentials relate;

          6.1.5          to include our copyright notice on all entire and partial copies of the Software in any form;

          6.1.6          not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us; and

          6.1.7          to comply with all applicable technology control or export laws and regulations.

7.                 GRANT AND SCOPE OF LICENCE, MINOR CHANGES, UPDATES

     7.1              In consideration of you agreeing to abide by this Service Level Agreement, the Licensor hereby grants to you a non-exclusive, worldwide, non-transferable licence to use the Software and the Documentation on the terms of this Licence on a rolling monthly basis until terminated in accordance with these terms.

     7.2              You may:

          7.2.1          access and use the Software for your internal business purposes only, and only for the number of authorised users

          7.2.2          receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by us from time to time The Software will work with the current or previous version of that Operating System (as it may be updated from time to time).

     7.3              We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.

     7.4              The Software may be upgraded to reflect improvements or security patches. We work hard to constantly improve the Software and our services.

8.                 Termination

     8.1              Each of us may terminate these terms immediately by written notice to the other if the other commits a material or persistent breach of these terms which that party fail to remedy (if remediable) within 14 days after the service of written notice.

     8.2              Upon termination for any reason:

          8.2.1          all rights granted to you under these terms shall cease;

          8.2.2          you must cease all activities authorised under these terms;

          8.2.3          you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and

          8.2.4          we will delete all of your content from our systems.

9.                 Price and payment

     9.1              We accept payment by direct debit or following invoice from us. When you must pay depends on what product you are buying:

          9.1.1          For digital content through our website, you must pay for the Software before you access it, with options to pay monthly in advance or annually in advance;

          9.1.2          For digital content through an account manager, you must raise a purchase order for a 6 or 12 month period in advance to cover your anticipated number of users during that period. During that time, we will provide monthly feedback on the actual usage per month. You may increase or decrease users during the 6 or 12-month period, but the total usage shall not exceed the overall value of the purchase order.

          9.1.3          For services, we will invoice you monthly in arrears for services until the services are completed. We will agree the applicable rates prior to commencement. You must pay each invoice within 30 calendar days after the date of the invoice.

     9.2              No right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

     9.3              We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4 % a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

     9.4              What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

10.              liability

     10.1           Our total liability to you shall not exceed one year’s licence fee. Our total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms.

     10.2           We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

     10.3           When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation.

     10.4           We are not liable for business losses. We will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

     10.5           You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

11.              How we may use your personal information

How we will use your personal information. We will only use your personal information as set out in our privacy policy.

12.              Other important terms

     12.1           We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not take place without your written approval. Any transfer will not affect your rights under the contract.

     12.2           You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

     12.3           These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

     12.4           If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

     12.5           Which laws apply to this contract and where you may bring legal proceedings. These terms are exclusively governed by English law and you can bring legal proceedings in respect of the products in the English courts only.

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Fora, 71 Central St

London EC1V 8AB

Aphex Consulting Ltd. Registered no. 09681747 UK. © 2019 aphex.co