IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE ALUMA SERVICES AS DEFINED BELOW.
THESE TERMS OF SERVICE ARE A LEGAL AGREEMENT BETWEEN THE CUSTOMER (AS DEFINED BELOW) AND ALUMA TECHNOLOGIES LIMITED (“ALUMA”) FOR ANY ALUMA SERVICES ACCESSED OR USED BY THE CUSTOMER.
THE CUSTOMER’S USE OF ANY OF THE ALUMA SERVICES IS SUBJECT TO THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE.
BY SETTING UP AN ALUMA ACCOUNT (AS DEFINED BELOW), USING THE ALUMA SERVICES AND/OR CLICKING TO "ACCEPT" THESE TERMS OF SERVICE THE CUSTOMER AGREES TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE.
If you are accepting these Terms of Service as an individual on behalf of a Customer who is a corporate entity or organization, you confirm to Aluma that you are authorized to and agree to bind the Customer to these Terms of Service in connection with your and such entity or organization’s use of the Aluma Services.
If you do not wish to accept these Terms of Service (as updated from time to time), you must not use the Aluma Services and you should not access or use or continue using your Aluma Account and/or the Aluma Services. Aluma may notify you from time to time of changes to these Terms of Service via your Aluma Account.
The Aluma Services are only intended for business use only and are not intended for use by consumers.
Introduction
1. INTRODUCTION
1.1. The following definitions apply to in these Terms of Service:
1.1.1. “Acceptable Use Policy” means Aluma’s acceptable use policy for the Aluma Services as is made available at (https://aluma.io/legal/) from time to time.
1.1.2. "Aluma” or “us” or “we” means Aluma Technologies Limited.
1.1.3. "Aluma Account" means a Customer account opened with Aluma following registration by a Customer on Aluma.io to access and use the Aluma Services.
1.1.4. “Authorised Reseller” means a reseller of the Aluma Services (or any part of them) who is authorised by Aluma to resell or make available the Aluma Services to Customers and who has entered into an agreement with a Customer for the supply of Aluma Services.
1.1.5. “Aluma Services” means the relevant Aluma services as specified in an Order.
1.1.6. “Authorised User” means, where the Customer is a corporate entity or organisation and not an individual business user and subject to the Service Restrictions, those employees, agents and independent contractors of the Customer, and such other individuals as may be agreed with Aluma and identified in an Order or Customer Agreement, who are expressly authorised by the Customer to access and use the Aluma Services and the Documentation through that Customer's Aluma Account.
1.1.7. “Customer” means either: (i) a business user who is an individual; or (ii) a corporate entity or organisation who has signed up for an Aluma Account to access and use the Aluma Services either direct through Aluma or via an Authorised Reseller.
1.1.8. "Documentation" means any printed materials and/or online or electronic documents made available by Aluma in relation to the Aluma Services.
1.1.9. “Order” means the document (which may be electronic) agreed by Aluma and the Customer identifying the Aluma Services which the Customer wishes to access and use, the applicable Subscription Fee and any relevant Service Restrictions. Such order document may be an online form or a separate agreement entered into between either: (a) the Customer and Aluma; or (b) the Customer and the Authorised Reseller (relating to the resale of the Aluma Services by the Authorised Reseller).
1.1.10. “Service Restrictions” means any limits, restrictions or conditions of usage as set out in an Order which apply to the access and/or use of the Aluma Services by the Customer. Such limits, restrictions or conditions of usage may include (but are not limited to) the maximum number of Authorised Users who can access and use the Aluma Services and Documentation through an Aluma Account.
1.1.11. "Subscription" means a subscription for access to and use of the Aluma Services.
1.1.12. “Subscription Fee” means the subscription fee payable by the Customer for the Aluma Services, such subscription fee being as set out in the relevant Order for the Aluma Services.
1.1.13. “Subscription Term” means the period of time during which the Customer is entitled to access and use the Aluma Services (subject to payment of the Subscription Fee) as specified in the relevant Order and subject to any termination provisions specified in that Order.
1.1.14. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2. Any reference in these Terms of Service to a clause is to a clause of these Terms of Service.
1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4. A reference to writing or written includes email but not faxes.
Rights to access and use the Aluma services
2. RIGHTS TO ACCESS AND USE THE ALUMA SERVICES
2.1. Subject to payment of the relevant Subscription Fee and to the applicable Service Restrictions, Aluma grants the right to the Customer to access and use the Aluma Services in accordance with these Terms of Service during the Subscription Term.
2.2. The Customer shall not (and shall procure that its Authorised Users shall not):
2.2.1. distribute, transfer, assign or otherwise make available the Aluma Services and/or Documentation to any third party (other than Authorised Users) or otherwise allow any such third party to use the Aluma Services and/or Documentation without the prior written consent of Aluma;
2.2.2. reverse engineer, decompile or disassemble the whole or any part of software forming part of the Aluma Services (including, but not limited to, any codes or scripts forming part of the Aluma Services) and/or Documentation except and only to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Aluma Services with another software program, and provided that the information obtained by the Customer during such activities:
(a) is used only for the purpose of achieving inter-operability of the Aluma Services with another software program; and
(b) is not unnecessarily disclosed or communicated to any third party without Aluma's prior written consent; and
(c) is not used to create any software which provides functionality substantially similar to the Aluma Services;
2.2.3. save as expressly provided for in these Terms of Service, copy, modify or adapt or create derivative works based on any part of the Aluma Services and/or the Documentation;
2.2.4. break or change any access codes to the Aluma Account or Aluma Services or any technical usage restrictions applied to the Aluma Services; or
2.2.5. use the Aluma Services in any way which disrupts, interferes with or restricts other users’ use of the Aluma Services; or
2.2.6. attempt to upload to and/or transmit through the Aluma Services any information that contains a Virus or other harmful or disruptive component.
2.3. The Customer shall appropriately supervise and control use of the Aluma Services and Documentation and ensure that the Aluma Services and Documentation are used by its Authorised Users in accordance with these Terms of Service (including any Service Restrictions) and the Acceptable Use Policy.
2.4. Unless expressly agreed otherwise in writing with Aluma, the rights granted under this clause 2 are personal to the Customer and the Customer shall not rent, lease, sub-license, sell, pledge, or assign the benefit of its Aluma Account or the Aluma Services or any Documentation to, or hold the same on trust for, any other person.
2.5. If the Customer (or any of its Authorised Users) accesses, uses or distributes the Aluma Services in breach of these Terms of Service, the Customer agrees to indemnify, hold harmless and defend Aluma and its Authorised Resellers from and against any claim or lawsuits, including, but not limited to, legal fees, that may arise or result from such unapproved use or distribution.
Information, data and customer materials
3. INFORMATION, DATA AND CUSTOMER MATERIALS
3.1. If the Customer (or its Authorised Users) uploads any information, data or other materials for use in connection with the Aluma Services (“Materials”), the Customer must ensure it has all necessary rights, permissions and consent to upload the Materials and the Customer must ensure that all of the Materials comply with all laws and regulations and do not infringe any third party’s intellectual property rights and are not defamatory, misleading or otherwise objectionable.
3.2. Except as permitted below, neither party shall (and the Customer shall procure that no Authorised User shall) provide or disclose to any third party any information of a confidential nature in any form whatsoever which is disclosed to it by the other party, and will keep such information secure. The Customer acknowledges and agrees that all of the information, data and materials in and relating to and derived from the Aluma Services (including, but not limited to, the code, scripts, Documentation, appearance, structure and organisation of the Aluma Services) shall form part of the confidential information of Aluma which is disclosed by Aluma to the Customer and which the Customer (and its Authorised Users) will treat as confidential pursuant to the provisions of this clause 3.
3.3. Each party may disclose the other party’s confidential information:
3.3.1 to its employees, officers, representatives, or advisers and, in the case of the Customer, to the Authorised Users, to the extent that they 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 of Service (and shall ensure that its employees, officers, representatives or advisers or (as applicable) the Authorised Users to whom it discloses the other party’s information comply with this provision) as if they were a party to these Terms of Service; and
3.3.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority to the extent necessary to comply with such requirement provided that where permitted to do so the party required to make such disclosure promptly notifies and consults with the other party in advance in relation to the timing and content of such disclosure.
3.4. Neither party shall use the 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 of Service.
3.5. The Customer agrees to indemnify Aluma from all claims, actions, proceedings, costs (including, but not limited, to reasonable legal fees), expenses, losses, damages and liabilities arising from a breach of this clause 3.
Intellectual property rights
4. INTELLECTUAL PROPERTY RIGHTS
4.1. The Aluma Services and Documentation, including, but not limited to, the code, scripts and documentation forming part of the Aluma Services and the appearance, structure and organization of the Aluma Services, is proprietary to Aluma and is protected by copyright and other laws.
4.2. The Customer acknowledges that the Customer and the Authorised Users have no rights: (a) in, or to, the Aluma Services or the Documentation other than the rights expressly set out in these Terms of Service; or (b) to have access to the software used to provide the Aluma Services.
4.3. Any infringement or disregard of Aluma´s rights, including, but not limited to, careless use of the Aluma Account, the Aluma Services and/or Documentation which might render access to the Aluma Services and/or Documentation possible for third parties, shall be deemed to be a breach of these Terms of Service.
4.4. Neither the Customer nor its Authorised Users shall alter or delete any copyright notices, or other references concerning intellectual property rights such as trademarks, stated in the Aluma Services (or on the medium upon which the Aluma Services may have been delivered) and/or the Documentation.
4.5. The Customer shall soon as reasonably practicable notify Aluma of any unauthorized possession, access, use or disclosure of Aluma's intellectual property rights, and in particular of the Aluma Services and/or Documentation, and shall assist Aluma if necessary in the defence of its rights.
Limited warranty
5. LIMITED WARRANTY
5.1. IF THE CUSTOMER HAS REGISTERED FOR AN ALUMA ACCOUNT AND IS A PAYING SUBSCRIBER TO THE ALUMA SERVICES, ALUMA WARRANTS TO THE CUSTOMER THAT IT WILL PROVIDE THE ALUMA SERVICES DURING THE APPLICABLE SUBSCRIPTION TERM SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. IN THE EVENT OF ANY BREACH OF SUCH WARRANTY, THE CUSTOMER’S EXCLUSIVE REMEDY WILL BE FOR ALUMA TO RE-PERFORM THE RELEVANT ALUMA SERVICES OR, IF ALUMA CANNOT RE-PERFORM SUCH ALUMA SERVICES TO MEET THE RELEVANT WARRANTY, THE CUSTOMER MAY TERMINATE ITS ALUMA ACCOUNT BY NOTIFYING ALUMA THAT IT WISHES TO DO SO AND ALUMA WILL REFUND ANY PRE-PAID ELEMENT OF THE CUSTOMER’S SUBSCRIPTION FEE. THE CUSTOMER MUST NOTIFY ALUMA IN WRITING OF ANY WARRANTY ISSUE WITHIN 10 DAYS FROM IDENTIFICATION OF THE RELEVANT ISSUE IN ORDER TO RECEIVE THE WARRANTY REMEDY SPECIFIED IN THIS CLAUSE 5.1. EXCEPT AS EXPRESSLY STATED IN THIS CLAUSE 5.1, THE ALUMA SERVICES ARE PROVIDED ON A STRICTLY 'AS IS' AND 'AS AVAILABLE' BASIS.
5.2. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS OF SERVICE, THERE ARE NO OTHER CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, WHETHER BY COMMON LAW, STATUTE, CUSTOM, TRADE USAGE, COURSE OF DEALINGS OR OTHERWISE (INCLUDING WITHOUT LIMITATION AS TO QUALITY, FITNESS FOR PURPOSE, PERFORMANCE OR SUITABILITY FOR PURPOSE) THAT ARE BINDING ON ALUMA. ANY CONDITION, WARRANTY, REPRESENTATION OR OTHER TERM CONCERNING THE SUPPLY OR USE OF THE ALUMA ACCOUNTS, ALUMA SERVICES AND/OR DOCUMENTATION WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN, THESE TERMS OF SERVICE WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
5.3. For the avoidance of doubt, Aluma does not warrant that the use of the Aluma Services will be uninterrupted and error-free.
Limitation of liability
6. LIMITATION OF LIABILITY
6.1. Nothing in these Terms of Service shall exclude or limit Aluma's liability for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.
6.2. The Customer accepts responsibility for the selection of the Aluma Services to achieve its intended results and for the use of any results obtained from the Aluma Services. The Customer acknowledges that the Aluma Services have not been developed to meet the individual requirements of the Customer including any particular security requirements the Customer might be subject to under law or otherwise, and that it is, therefore, the Customer's responsibility to ensure that the facilities and functions of the Aluma Services as described in the Documentation meet the Customer's requirements.
6.3. Save as otherwise expressly provided, Aluma only supplies the Aluma Services and Documents for internal use by the Customer's business, and the Customer agrees not to use (nor permit the use of) the Aluma Services or Documents for any re-sale purposes save with the express prior written consent of Aluma.
6.4. Aluma shall not in any circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms of Service for:
6.4.1. loss of profits, sales, business, or revenue;
6.4.2. business interruption;
6.4.3. loss of anticipated savings;
6.4.4. loss or corruption of data or information;
6.4.5. loss of business opportunity, goodwill or reputation,
whether any of the losses set out in clauses 6.4.1 to clause 6.4.5 are direct or indirect; or
6.4.6. any special, indirect or consequential loss, damage, charges or expenses.
6.5. Other than the losses set out in clause 6.4 (for which Aluma is not liable) and subject always to clause 6.1, Aluma’s maximum aggregate liability under or in connection with these Terms of Service whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the greater of £100 (one hundred pounds sterling) and the Subscription Fees paid by the Customer in respect of the Aluma Services in the 12 months preceding the Customer’s first claim.
6.6. These Terms of Service set out the full extent of Aluma’s obligations and liabilities in respect of the supply of the Aluma Services and Documents.
Subscription fees
7. SUBSCRIPTION FEES
7.1. The Subscription Fees (and payment terms in respect of the same) for the Aluma Services and Documentation shall be as set out in the relevant Order.
Term and termination
8. TERM AND TERMINATION
8.1. The rights to access and use the Aluma Services granted by Aluma to the Customer under these Terms of Service will commence when the Customer (or one of its Authorised Users) sets up an Aluma Account and/or clicks “ACCEPT” to access or use the Aluma Services (whichever is earlier) and shall continue for the Subscription Term.
8.2. Unless otherwise agreed in a properly executed Aluma Customer Agreement, the Customer can terminate the Aluma Services at any time by giving notice through the “cancel services” option in the Aluma Account. The termination shall take effect at the end of the then current subscription period.
8.3. Unless otherwise agreed in a properly executed Aluma Customer Agreement, Aluma can terminate the Aluma Services at any time by giving notice in writing to the Customer. Where the Customer has pre-paid for any Aluma Services which have not been delivered at the date of termination, and the termination does not arise as a result of breach of these Terms of Service by the Customer, Aluma shall promptly refund any such pre-payment.
8.4. Following termination of the Aluma Services the Customer (and its Authorised Users) must cease all use of the Aluma Services and Documentation and the Customer shall no longer have access to its Aluma Account.
General provisions and governing law
9. GENERAL PROVISIONS AND GOVERNING LAW
9.1. Aluma may conduct audits in relation to the Customer’s (and its Authorised Users) use of the Aluma Services in accordance with these Terms of Service and the Customer shall provide reasonable assistance to enable Aluma to access relevant information in the course of such audit.
9.2. Any consent to or waiver of any provision or breach of these Terms of Service shall not constitute a consent to or a waiver of such provision or breach in the future. No failure or delay by Aluma in exercising any right, power or remedy under these Terms of Service shall be considered a waiver of the same.
9.3. If any provision or provisions of these Terms of Service shall be held to be invalid, illegal, unenforceable or in conflict with any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
9.4. These Terms of Service will not be enforceable by any person not a party to them.
9.5. These Terms of Service, and any dispute or claim arising out of or in connection with these Terms of Service or any use of the Aluma Services and/or Documentation (including, but not limited to, non-contractual disputes or claims), shall be governed by and construed in accordance with English law. Any such dispute or claim shall be subject to the jurisdiction of the English courts.
9.6. These Terms of Service, together with the Order and (if applicable) any relevant agreement with an Authorised Reseller or Aluma customer agreement relating to the Aluma Services shall be the entire agreement in relation to the supply of the Aluma Services and Documentation by Aluma.