This Free-Trial Subscription Agreement (this “Agreement”) contains terms and conditions that govern your acquisition of subscriptions to, and use of, the Free-Trial Services (as defined below), and is a contract between Alliants Limited, a UK corporation (“Alliants”), and you or the entity or organisation that you represent.
If you are an individual using the Free-Trial Services for your own purposes: (1) all references to “Customer” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement.
If you are using the Free-Trial Services on behalf of an entity or organisation that you represent: (1) all references to “Customer” are to that entity or organisation and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside, and that you have the right, power and authority to enter into this Agreement on behalf of Customer.
This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Free-Trial Services, (2) when you click an “I Accept,” “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into a Free-Trial Order with Alliants.
1.1 Free Trial. If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Please review the applicable Service's Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.
1.2 Free Services. Alliants may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 2.2 (Free Services) and any other portion of this Agreement, this section shall control. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation. Usage over these limits requires your purchase of additional resources or services. You agree that Alliants, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that Alliants will not be liable to you or any third party for such termination. You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law We will provide you a reasonable opportunity to retrieve Your Data.
2.1 Alliants’s Fees do not include any charges that may be assessed by Third Party Messaging Channels or other third party channels such as SMS, RCS or email (collectively “Third Party Channels”), for access to or use of such channel. Such charges shall be the responsibility of Customer, whether paid directly to the third party or whether such access is resold through Alliants, in which case Alliants shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel. In the event a Third Party Channel imposes special requirements on Alliants beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Alliants shall have the right to charge Customer for this additional service and Customer shall have the right to accept such charges or decline them and not use the associated channel.
3.1 The Client warrants to Supplier that it has the legal right and authority to enter into and perform its obligations under this Agreement.
3.2 The Supplier warrants to the Client:
3.3 Notwithstanding the foregoing Clause 7.2, the Supplier:
3.4 The Client acknowledges that the complexity of the software underpinning and supporting the Platform is such that the Supplier cannot, and does not, warrant or represent that the Platform is free from Defects.
3.5 The warranties in Clause 7.2 shall not apply to any non-conformance which is caused by modification or alteration of the Platform by any party other than the Supplier.
3.6 The foregoing warranties are in lieu of all other warranties, representations, conditions and all other terms of any kind on the part of the Supplier, either express or implied, statutory or otherwise as to any matter whatsoever arising in connection with the Services, including, without limitation, the condition of the Platform or its fitness for any particular purpose, all of which are, to the fullest extent permitted by applicable law, hereby expressly excluded. No oral or written information or advice given by the Supplier shall create a warranty or representation or in any way increase the scope of the above warranties.
4.1 The Supplier exclusively owns all rights, title and interest in and to the Platform, the Services and the Documentation, including without limitation any Upgrades thereto and including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, and copyrights (the "Content"), and all Intellectual Property Rights related thereto and derivative works of the foregoing, but excluding in all cases the Client Data.
4.2 Except as expressly provided herein, nothing in this Agreement shall be deemed to transfer or assign any Party’s Intellectual Property Rights, nor create a licence in or under any such Intellectual Property Rights, and the Client agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Platform or in the Documentation. Use of the Content or materials on the Platform for any purpose than the Permitted Purpose is strictly prohibited.
4.3 The Supplier confirms that it has all the rights in relation to the Services, the Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
5.1 Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement.
5.2 Subject to Clause 12.4, each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
5.3 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents or service users in violation of the terms of this Agreement.
5.4 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.
5.5 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5.6 The Client acknowledges that details of the Services constitute the Supplier’s Confidential Information.
5.7 The Supplier acknowledges that the Client Data is the Confidential Information of the Client.
5.8 The Client hereby consents to inclusion of its name and logo in the Supplier’s customer lists provided the Client’s name is no more prominent than the citation of the Supplier’s other customers in the list. From time to time upon request, the Client agrees to provide the Supplier with individual references regarding the subject matter of this Agreement to potential customers of the Supplier.
5.9 Promptly after any termination of the Agreement howsoever arising, or at one Party's request at any other time, the other Party shall return all of the other's Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom (except Confidential Information stored in accordance with automated backup procedures in the ordinary course of business). Such destruction shall be confirmed in writing to the Party requesting deletion provided, however, that any information stored in electronic form, including but not limited to, information stored in back up media or other electronic data storage systems, latent data and metadata shall not be required to be destroyed but shall remain subject to the confidentiality obligations hereunder indefinitely.
6.1 The Supplier will defend, indemnify and hold harmless the Client and its successors and their respective affiliates, officers, directors and employees against and from all direct claims, actions, demands, damages, liability and expenses (including, without limitation, court costs, fines (whether imposed by a court or a regulator) and reasonable legal fees) (together, “Claims”) made by a third party claiming that the possession, supply of all or part of the Platform and/or receipt of the Services infringes the Intellectual Property Rights of that third party.
6.2 The indemnification in Clause 13.1 is subject to:
6.3 In the defence or settlement of any claim, the Supplier may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on ten (10) days’ notice to the Client without any additional liability or obligation to pay other additional costs to the Client.
6.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
6.5 The foregoing states the Client’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier Staff’s) entire obligations and liability, for infringement of any third party Intellectual Property Rights.
7.1 Except as expressly and specifically provided in this Agreement:
7.2 Nothing in this Agreement limits either Party’s liability for death or personal injury caused by its negligence (including its employees’, agents' or subcontractors' negligence) or for fraud or fraudulent misrepresentation, wilful default or any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
7.3 Subject to Clause 4.2:
7.4 The Charges payable to the Supplier under this Agreement are calculated with specific reference to the level of liabilities assumed by it and, accordingly, the Client agrees that the limitations and exclusions of liability in this Agreement are reasonable.
8.1 The Supplier will maintain the following insurance: (i) Employer’s Liability insurance to a value of £10,000,000.00 (ii) Public and Product Liability insurance to the value of £5,000,000.00, and (iii) Professional Indemnity insurance to the value of £3,000,000.00. Upon request, The Supplier will provide Client with certificates of insurance evidencing the required coverage.
9.1 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
9.2 The Client may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier is in breach of Clauses 12 or 18.
9.3 The Client or the Supplier (as appropriate) may terminate this Agreement under the following clauses in accordance with the timescales set out in such clauses: 10.3, 13.3 and 17.4.
9.4 Subject to Clause 16.5, if the Client terminates the Agreement for any reason, the Supplier shall not be required to pay a refund or provide any form of exchange for any Charges paid by the Client.
9.5 If the Client terminates this Agreement in accordance with Clauses 16.1 or 16.2, the Supplier shall refund to Client any prepaid Platform Access Fees on a pro-rata basis for the remainder of the prepaid period.
9.6 On termination of this Agreement for any reason:
9.7 Upon termination of this Agreement, all the provisions herein will cease to have effect, save that the following Clauses will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5, 6, 11, 12, 13, 14, 19, 21, 23, 27 and 29.
10.1 Neither Party will be in breach of this Agreement or otherwise liable to the other Party for any failure to perform or delay in performing its obligations hereunder to the extent that such failure or delay arises out of a Force Majeure Event.
10.2 If a Force Majeure Event occurs, the Party affected will:
10.3 If the Supplier is the Party affected by the Force Majeure Event, the Client will be relieved from any liability to pay the Charges to the extent that they relate to Services which the Supplier is materially prevented from providing on account of the occurrence of a Force Majeure Event.
10.4 If the Supplier is unable to supply or the Client is unable to receive or access a material part of the Services for a period of more than thirty (30) days due to a Force Majeure Event, either Party will be entitled to terminate this Agreement without further liability to the other Party upon giving thirty (30) days’ written to the other Party.
11.1 The Supplier will, and will procure that all Supplier Staff, including officers, employees, agents, subcontractors and any other persons who perform services for or on behalf of it in connection with this Agreement, will:
11.2 The Supplier will promptly notify the Client of any breach of this Clause 8.
12.1 If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.
13.1 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
14.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
16.2 If any provision or part-provision of this Agreement is deemed deleted under Clause 23.1, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
17.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
17.4 Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
18.1 The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.1 This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 Any notice required to be given under this Agreement shall be in writing and may be sent by electronic means (email), delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in this Agreement, or such other address as may have been notified by that Party for such purposes.
21.2 A notice sent by email shall be deemed to have been received the next Business Day after sending, A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
22.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The Client hereby waives any right that it may have under the laws of the jurisdiction of its residence or any other jurisdiction.