TERMS OF SERVICE
The Alfa Service is used to screen potential candidates for job opportunities;
The Alfa Service is provided to the Client in consideration of the Service Fee and on the terms of the Agreement, which prevail over any other terms put forward by the Client at any time.
In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:
“Account” means the account by which Authorised Users can access the Alfa Service via a https://welovealfa.ukhttps://welovealfa.com/sign-in/employer
“Agreement” means the agreement between the Client and the Platform Provider for the provision of the Services comprising these Terms of Service and the Order Form;
“Alfa” means the Platform Provider’s AI recruitment service known as “Alfa” which screens potential candidates for job opportunities;
“Alfa Service” means the provision of Alfa to the Client in accordance with the Service Plan set out in the Order Form;
“Applicant” means an individual who applies through Alfa seeking employment with a client or seeking an introduction to a client;
“Authorised Users” means the employees of the Client granted access to Alfa Service by the Client;
“Authorised User Limit” means the total number of Authorised Users permitted to use the Alfa Service in a Billing Period as set out in the Order Form;
"Billing Period” means the billing period frequency for the Service Fee as set out in the Order Form;
“Candidate” means a person Introduced by the Platform Provider through Alfa to the Client to be considered for employment;
“Client” means the person or organisation identified as the client in the Order Form;
“Client Data” means any information, content or data transferred by Client to Platform Provider as a result of the Client’s use of the Alfa Service;
“Commencement Date” means the date of signing up via the Order Form;
“Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;
“Engagement” means the employment, hire or other use, directly or indirectly and whether under a contract of service or contract for services or otherwise, and/or whether on a permanent, temporary or other basis, of a Candidate by or on behalf of the Client, and Engaging or Engages shall have the same meaning;
“Force Majeure Event” means an event or sequence of events beyond a party’s reasonable control including, without limitation, any of the following: telecommunications failure, pandemic, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion;
“Initial Term” means the minimum period for the Agreement set out in the Order Form;
“Introduce” means the provision to the Client, through Alfa, of a curriculum vitae or any other details of a Candidate, whether or not the Client had knowledge of that Candidate before the Introduction;
“Malware” 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 rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience (including all viruses, worms, trojan horses, spyware, logic bombs and similar files, scripts, agents, things or devices);
“Order Form” means the order form signed by the Platform Provider and the Client which sets out, among other things, the Service Fee, and the Services;
“Platform Provider” means Alfa Technology Recruitment Ltd a company incorporated in England and Wales with a company number of 14231768;
“Renewal Term” means the period set out in the Order Form for which the Agreement may automatically extend for following the end of the Initial Term or any previous Renewal Term;
“Screen” shall mean each time the Platform Provider uses the Alfa Service to screen Applicants for a Vacancy;
“Service Fee” means the fee payable for the Alfa Service, as set out in the Order Form;
“Service Plan” means the Client’s service plan for the Alfa Service as set out in the Order Form;
“Services” means the Alfa Service and the Support;
“Support” means the support services set out in clause 16 and Schedule 1;
“Term” means the Initial Term plus any Renewal Terms;
“Terms of Service” means these terms and conditions of service, including the Schedules to them;
“Vacancy” means a Client’s requirement to employ a person with relevant skills and experience to fulfil a particular job specification, the details of which are provided to the Platform Provider through Alfa in the form requested on the Alfa Service.
The Platform Provider shall provide the Services from the Commencement Date on and subject to the terms of the Agreement.
The Platform Provider may monitor the Client’s use of the Services to ensure quality, improve Alfa, and verify the Client’s compliance with the Agreement.
The Client may use the Alfa Service to Screen Applicants for a Vacancy. The Client acknowledges that it may not always be possible for the Alfa Service to find and propose suitable Applicants for each Vacancy.
Nothing in the Agreement provides exclusivity to either Party in the provision of the Services, unless expressly agreed in writing for a particular Vacancy.
The Client is not permitted to exceed any limits as set out in its Service Plan but may, on request to the Platform Provider, upgrade its current Service Plan subject to paying the applicable Service Fee in accordance with this Agreement.
The Agreement shall start on the Commencement Date and shall continue for the Initial Term unless terminated in accordance with clause 16 or 4.2. Following expiry of the Initial Term, the Agreement will automatically renew for the Renewal Term.
Either party may terminate the Agreement at the end of the Initial Term or any subsequent Renewal Term by providing at least sixty (60) days’ notice in advance of the expiry of such Initial Term or Renewal Term.
The Platform Provider grants the Client a limited, non-exclusive, non-transferable, revocable, personal, and non-sub-licensable licence to permit the Client, via rights of access granted to its Authorised Users, to access and use Alfa solely for its internal business purposes and as permitted by the functionality of Alfa.
The Client must treat, and shall procure that each Authorised User treats, any username and password used to access the Alfa Service as Confidential Information.
The Platform Provider may disable any username or password, at any time and at the Platform Provider’s sole discretion, if the Alfa Service has been, or may have been, compromised or misused.
The Client shall, and shall procure that its Authorised Users shall, use “strong” passwords in connection with its use of the Alfa Service.
The Client must take reasonable precautions to prevent any unauthorised access to, or use of, the Alfa Service and, in the event of any such unauthorised access or use, promptly notify the Platform Provider at alfie@welovealfa.uk
The Client recognises that the Platform Provider is always innovating and finding ways to improve Alfa with new features and services. Therefore, the Client agrees that the Alfa Service may change from time to time, and no warranty, representation or other commitment is given in relation to the continuity of any functionality of any of the Alfa Service.
The Client acknowledges and agrees that, in adding a Vacancy to the Alfa Service, it authorises the Platform Provider to act on the Client's behalf for the purpose of screening Candidates for the Client. Once a Vacancy is provided, the Platform Provider may disclose the identity of the Client to the all relevant Applicants.
For each Vacancy, the Client will provide to the Platform Provider all the information that it might reasonably need to identify and select suitable Applicants, including but not limited to:
the Client's full corporate name, address and registered number, or (if it is not incorporated) its full business and trading name and address, and the nature of its business;
the nature of the Vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;
any risks to health and safety known to the Client and the steps taken by the Client to prevent or control such risks;
the experience, training, qualifications and any authorisations which are required by the Client, including any qualifications or authorisations required by law or any applicable professional body;
any expenses payable to the Applicant;
the minimum rate of remuneration, the intervals of payment and any other benefits;
the length of notice to which the Applicant would be entitled to receive or be required to give for termination of employment;
whether the vacancy entails caring for or attending one or more vulnerable persons, including persons under the age of 18 and/or any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention.
Once an Applicant has been Introduced, the Platform Provider will provide the Client with the Candidate’s contact details and the Client may use Alfa to contact the Candidate directly.
Notwithstanding clause 6.2, the Client will satisfy itself as to the suitability of any Candidate for a Vacancy. The Client acknowledges and agrees that it is the Client's responsibility to:
take up and verify references relating to the Candidate’s qualifications, skills, character and experience;
check the validity of the Candidate’s qualifications;
ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to the necessary level;
obtain any certificate of sponsorship or permit needed to enable the Candidate to work in the United Kingdom; and
ensure that the Candidate satisfies any medical requirements or other qualifications that may be appropriate or required by law.
The Client:
shall provide the Platform Provider with access to all information necessary for the Platform Provider to provide the Services, or as otherwise reasonably requested by the Platform Provider;
must comply with all applicable laws and regulations with respect to its use of Alfa and the Services and its activities under the Agreement and shall not use Alfa or the Services for any unlawful purposes;
must use and ensure its Authorised Users use the Services in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Services by Authorised Users;
must obtain and shall maintain all necessary licences, consents, and permissions necessary for the Platform Provider to perform its obligations to the Client under the terms of the Agreement including processing or hosting any Client Data;
is solely responsible for any integration and configuration of its network, applications and systems required to access the Services;
is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Services;
shall not conduct, facilitate, enable, authorise or permit any text or data mining or web scraping in relation to Alfa or the Alfa Services for any purpose, including circumventing use of the Service or competing with the Service or the development, training, fine-tuning or validation of AI systems or models. This includes using (or permitting, authorising or attempting the use of):
any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of Alfa or any data, content, information or services accessed via the same; and
any automated analytical technique aimed at analysing text and data in digital form to generate information or develop, train, fine-tune or validate AI systems or models which includes but is not limited to patterns, trends and correlations.
must not carry out any penetration testing or automated or manual vulnerability scans (or similar security testing) in relation to any of the Services without first having obtained the prior written authorisation of the Platform Provider; and
must not use the Services: (a) to access, store, distribute or transmit or prepare for distribution or transmission any Malware; (b) to access, store, distribute or transmit or prepare for distribution or transmission any material that is unlawful or infringing; (c) in a manner that is illegal or causes damage or injury to any person or property; (d) to infringe any copyright, database right or trade mark of any person; or (e) to interfere with or attempt to interfere with or compromise the Alfa Service’s integrity or security.
The Client agrees that failure to comply with clause 7 constitutes a material breach of the Agreement, and may result in the immediate, temporary or permanent withdrawal of any rights of the Client and its Authorised Users to use the Services as reasonably necessary to mitigate any damage or loss caused by the breach.
The Client acknowledges that it is responsible for all Client Data hosted, processed, distributed or transmitted under its use of the Alfa Service or the Support, or that is otherwise processed by the Alfa Service as a result of the Client’s or an Authorised User’s use of the Services.
The Platform Provider may, without prejudice to any other rights or remedies available to it, suspend the Client's access to, or use of, the Services in whole or in part immediately if:
the Client has failed to pay any amounts due to the Platform Provider in accordance with Clause 14;
the Client is otherwise in breach of its obligations under the agreement or any Order Form;
there is an attack on the Alfa Service used by Client or if Client Data is accessed or manipulated by a third party without the Client's consent;
the Platform Provider is required by applicable law to suspend the Client's access to, or use of, the Alfa Service; or
the Platform Provider reasonably believes that the suspension of the Alfa Service is necessary to protect its infrastructure, network or the use of the Alfa Service by other Clients because of a threat to the security, integrity or use of the Alfa Service.
The Platform Provider shall use reasonable endeavours to re-establish or permit access to the Alfa Service as soon as possible following the Platform Provider's determination that the cause of the suspension has been resolved.
The Platform Provider shall have no liability whether under the agreement or at law to the Client for any exercise of its rights pursuant to this Clause 9.
All intellectual property rights in Alfa and the Services and all content contained therein (including but not limited to the screen displays, the content, the text, graphics, functionality and look and feel of Alfa) and any other content or work products generated by the Platform Provider in the course of providing the Services, except for any Client Data, belongs to the Platform Provider or its licensors.
The Platform Provider’s name and all related names, logos, product and service names, designs and slogans are trademarks of the Platform Provider or its licensors.
Subject always to the Client’s compliance with the Agreement, the Platform Provider hereby grants the Client a limited, non-exclusive, non-transferable license to use and display the Platform Provider’s name and logo in the Client’s place of business and its website and marketing material to provide notice that the Platform Provider has provided or provides the Alfa Service to the Client.
The Client will not, when using the Services, except as may be allowed by any applicable law which is incapable of exclusion by the Platform Provider and to the extent expressly permitted under these Terms of Service:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Alfa Service in any form or media or by any means;
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Alfa Service; or
access all or any part of the Alfa Service in order to build a product or service which competes with the Alfa Service or use or attempt to use the Alfa Service to directly compete with the Platform Provider.
All intellectual property rights in Client Data shall, as between Client and Alfa, belong to the Client or its licensors (including the Applicants or Candidates), as relevant.
The Client grants the Platform Provider a licence to access, download and use the Client Data for the purposes of providing the Services to the Client in accordance with Agreement, producing anonymised or anonymised and aggregated statistical reports and research and for developing and improving Alfa or the Services. Otherwise, the Platform Provider claims no rights in the Client Data.
If the Client or any Authorised User provides, discloses, or otherwise makes available to the Platform Provider any comments, suggestions, ideas, or other feedback relating to the Services ("Feedback"), the Platform Provider shall own any and all such Feedback including the intellectual property rights subsisting in it.
The Client shall maintain a backup of Client Data and the Platform Provider shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.
The Platform Provider may use the Client’s name, logo, and related trademarks in any of the Platform Provider’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses Alfa and alongside any testimonials or case studies that the Client has agreed to give.
The Client may request the Platform Provider to stop using the Client’s name, logo and related trademarks at any time by contacting the Platform Provider in writing at alfie@welovealfa.uk
The parties will comply with their respective obligations under the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018, or other applicable data protection legislation.
Where the Platform Provider acts as a processor in relation to the processing of Client Data that contains personal data, the parties will process such personal data in accordance with the Data Processing Schedule at Schedule 2.
For the purposes of the Agreement, "personal data" and "process" shall have the meanings as set out in the Data Processing Schedule at Schedule 2.
All Introductions are confidential. All work undertaken by the Platform Provider for the Client in respect of the Introduction of a Candidate to the Client will be for the private and confidential use of the Client only or their authorised representatives or agents and should not be reproduced in whole or in part or relied upon by third parties for any use whatsoever, without the express written consent of the Platform Provider.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party’s lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
is independently developed by the receiving party, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
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 it or its employees or agents in violation of the terms of the Agreement.
Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration, or disclosure of Confidential Information.
The Client will pay to the Platform Provider the Service Fee either annually or monthly in advance in accordance with the Billing Period.
We will take your first payment upon your acceptance of the Order Form, and will take subsequent payments as they become due, instantly via Stripe.
The Client acknowledges and agrees that the Service Fee is payable whether or not the Client ends up employing the Candidates that are Introduced.
All amounts and fees stated or referred to in the Agreement are exclusive of value added tax (“VAT”) or any other applicable taxes, levies or duties imposed by taxing authorities (where applicable) unless otherwise expressly stated, which shall be paid at the same time as payment of such fees.
Unless otherwise agreed in writing, the Platform Provider may increase the Service Fee at its discretion upon 30 days’ notice in writing to the Client, such increase to take effect from the start date of the next Renewal Term.
The Platform Provider will use commercially reasonable endeavours to provide the Alfa Service and Support in accordance with Schedule 1 (Service Levels).
The Client acknowledges that elements of the Alfa Service and the Support are dependent on the internet and access to various third party services and the Client agrees that the Platform Provider is not responsible for the non-availability or interruption to the Alfa Service or Support caused by any such non-availability of the internet or any such third party services.
The Client shall actively cooperate with the Platform Provider to resolve any problems that occur in relation to its access to or use of the Alfa Service including, without limitation, providing any information and assistance which the Platform Provider may reasonably require.
The Platform Provider may terminate the Agreement by notice with immediate effect, or such notice as the Platform Provider may elect to give, if the Client fails to pay the Service Fee or any other fees when due and fails to remedy non-payment within 14 days after receiving written notice requiring it to pay such Service Fee or fees.
Either party may terminate the Agreement at any time on written notice to the other if the other:
is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Client’s right to access and use Alfa and the Services will end.
Upon termination of the Agreement:
the Client may request that any Client Data is deleted. If the Client fails to make such a request within ninety (90) days of such termination, Client Data will be subject to deletion in accordance with the Platform Provider’s data deletion protocols and the Platform Provider shall not be held responsible for the deletion of such Client Data; and
the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
The Platform Provider warrants and undertakes that:
it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement; and
it will comply with all applicable laws and regulations with respect to its obligations under the Agreement.
The Platform Provider undertakes that the Services will be performed with reasonable skill and care in accordance with good industry practice.
Save as set out in the Agreement, the Alfa Service is provided on an “AS IS” and “AS AVAILABLE” basis and the Platform Provider gives no representations, warranties, conditions or other terms of any kind in respect of the Services, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement.
The Client accepts and agrees that the Platform Provider gives no warranty as to the suitability of any Candidate for any Vacancy.
Each Party undertakes, warrants and represents that it will comply with the Modern Slavery Act 2015 (MSA 2015): and neither Party nor any of its officers, employees, agents, affiliates or subcontractors has committed an offence under the MSA 2015 or is aware of any circumstances for itself or within its supply chain that could give rise to an investigation relating to an alleged MSA 2015 offence or prosecution. Any breach of this clause by the Client will be deemed a material breach of the Agreement and will entitle the Platform Provider to terminate the Agreement and demand full payment under it.
Each Party warrants that, in connection with the performance of the Agreement, it will not make or receive any bribe (which term will be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere. Any breach of this clause by the Client will be deemed a material breach of the Agreement that is not remediable and will entitle the Platform Provider to immediately terminate the Agreement and demand full payment under it.
Except as expressly and specifically provided for in the Agreement:
Nothing in the Agreement excludes or limits the Platform Provider’s liability for death or personal injury caused by the Platform Provider’s negligence or for fraud or fraudulent misrepresentation.
Subject to clause 18.1, the Platform Provider’s aggregate liability in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the higher of an amount equal to:
the Service Fees paid by the Client in the twelve (12) months prior to the claim arising; or
The Service Fees payable under an annual Service Plan; or
The Service Fees payable under a monthly Service Plan multiplied by twelve (12)
Subject to clause 18.1, the Platform Provider will not be liable in connection with the performance or contemplated performance of the Agreement, in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise for the following categories of loss or damage: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
Subject to clause 18.1, neither the Platform Provider nor any of its staff will be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction to or the Engagement by the Client of a Candidate, unless such loss, damage, costs or expenses are the direct result of the negligent acts or omissions of the Platform Provider. The Platform Provider will especially not be liable for any loss, injury, damage, expense or delay arising from or in any way connected with:
any failure of the Candidate to meet the Client's requirements for all or any of the purposes for which the Candidate is required by the Client;
any act or omission of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; or
any loss, injury, damage, expense or delay suffered by a Candidate.
The Client will indemnify and hold harmless the Platform Provider from and against all Claims and Losses arising from loss, damage, liability, injury to the Platform Provider, its employees and third parties, by reason of or arising out of:
any loss, injury, expense or delay suffered or incurred by a Candidate, and/or
any loss, injury, damage, expense or delay suffered or incurred by anyone arising directly or indirectly from or in any way connected with the acts and omissions of a Candidate, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise, that arises from an Introduction, Engagement or use of a Candidate, the withdrawal by the Client of a Vacancy, any information supplied by the Client to the Platform Provider or the Client's breach of the Agreement. Claims will mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise), and Losses will mean all losses including, without limitation, financial losses, damages, legal costs and other expenses of any nature whatsoever.
Subject to clause 18.1, each of the Parties acknowledges that, in entering into the Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law.
Applicable laws may require that some of the information or communications the Platform Provider sends to the Client should be in writing. When using the Alfa Service, the Client accepts that communication with the Platform Provider will be mainly electronic.
The Platform Provider will contact the Client by email only.
For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information, and other communications that the Platform Provider provides to the Client electronically comply with any legal requirement that such communications be in writing.
All notices given by the Client to the Platform Provider must be given to alfie@welovealfa.uk. The Platform Provider may give notice to the Client by posting on the Alfa Service, at the email or postal address the Client provides to the Platform Provider, or in any other way the Platform Provider deems appropriate.
Notice will be deemed received and properly served immediately when posted on the Alfa Service or 24 hours after an e-mail is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
Neither party will transfer, assign, charge or otherwise deal in the Agreement, or any of such party’s rights or obligations arising under the Agreement, without the other party’s prior written consent.
No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement to the extent arising from a Force Majeure Event. For the avoidance of doubt, nothing in this clause 23 shall excuse the Client from any payment obligations under the Agreement.
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A person who is not party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.
Capitalised words not defined in this Schedule shall have the meanings ascribed to such words in the Agreement.
DEFINITIONS
“Downtime” means the period of time during which the Alfa Service is unavailable;
“Emergency Maintenance” means any maintenance operation performed on an emergency basis in order to implement important system changes that cannot be postponed until the Scheduled Maintenance, including without limitation changes aimed to solve the inaccessibility of a material functionality of the Alfa Service or exposure of a material security vulnerability;
“Excluded Event” means any unavailability or performance issues of the Alfa Service that: (i) result from the systems, software, services, equipment or technology controlled or operated by the Client; (ii) are caused by factors beyond the reasonable control of the Platform Provider, including without limitation Force Majeure Events, internet access, third party services or related issues, (iii) result from the actions or inactions of Client or any third party, or (iv) result from the Platform Provider’s suspension or termination of Client’s right to access and use the Alfa Service or part thereof as permitted by the Agreement;
“Scheduled Maintenance” means any planned maintenance operation that is scheduled to perform non-critical error fixes and/or implement changes and updates to the Alfa Service;
“Support Hours” means the time frame between 9am and 5pm on any business day in the UK;
“Uptime” means the overall time the Alfa Service is available in the course of any given month as shown on the Platform Provider’s Atlassian status page https://alfa.statuspage.io/, calculated as the percentage value of the total number of minutes in any given calendar month, minus the total number of minutes of Downtime (outside of Scheduled Maintenance, Emergency Maintenance and any Excluded Event) in that month, divided by the total number of minutes in that month;
“Workaround” means a solution that provides a temporary or permanent fix to a problem and causes the Alfa Service to perform as expected.
PERFORMANCE RATES
The Platform Provider will use commercially reasonable efforts to ensure the Alfa Service is available with an Uptime rate of ninety-eight percent (98%) per calendar month.
Maintenance and Downtime shall be subject to the following conditions:
The Platform Provider shall notify the Client at least forty-eight (48) hours prior to any Scheduled Maintenance with expected Downtime;
Scheduled Maintenance, in most cases, shall not exceed four (4) consecutive Downtime hours and sixteen (16) cumulative Downtime hours in any given month;
Scheduled Maintenance sessions are primarily scheduled to be performed depending on the Alfa Service load for the time when it is the lowest (typically over the weekend during the early hours of morning (GMT)); and
where Emergency Maintenance is required, the Platform Provider shall provide the Client with a Downtime notification as soon as reasonably practicable.
Downtime caused by Scheduled Maintenance and Emergency Maintenance, as well as by any Excluded Event, shall not be counted towards the calculation of Uptime set forth in paragraph 2.1 above.
SUPPORT REQUESTS
The Client can request support during the Support Hours through the following means:
Email: alfie@welovealfa.uk
Helpdesk: available via www.welovealfa.uk
(together the “Support Notification Tools”)
Client shall submit support requests through the Support Notification Tools (the “Support Requests”) providing a detailed description of the assistance needed including:
the specific functionality at issue or being impacted;
the steps that occurred before and/or after issue occurred;
an estimated time frame in which the issue was observed;
screenshots and other descriptive support information illustrating the issue (where possible).
Following notification and during Support Hours, the Platform Provider shall promptly log the Support Request, identify severity level and provide the Client with a Ticket ID which will allow the Client to refer back to the Support Request.
RESPONSE AND RESOLUTION TIMES
The Platform Provider will use reasonable commercial efforts to respond to Support Requests and resolve Support Requests (with a Workaround or otherwise) in accordance with severity level and targets identified in the table below:
| Low | Normal | High | Urgent | |
|---|---|---|---|---|
| PRIORITY | ||||
| Severity | No hindrance to Client; Workaround available | Interruption to Client; Workaround likely available | Interruption to critical processes affecting individual user; no Workaround available | Interruption to critical business processes affecting several users; no Workaround available |
| Urgency | Immediate resolution is not needed | Immediate resolution is not needed | Immediate resolution needed | Immediate resolution needed |
| TARGETS** | ||||
| 80% Response Time** | Within 1 business day | Within 1 business day | Within 2 Support Hours | Within 1 Support Hour |
| 80% Resolution Time | Within 2-4 weeks | Within 2-4 weeks | Within 2-5 business days | Within 1 business day |
* Target times for a Support Request commence from the issue of the Ticket ID
** Response means initial triaging and response to questions and Client feedback.\
The Platform Provider may charge a reasonable fee for dealing with any Support Requests related to an Excluded Event.
INTRODUCTION
DEFINITIONS
In this Schedule, save where the context requires otherwise, the following words and expressions have the following meaning:
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;
“Data Protection Laws” means any applicable law relating to the protection of personal data and privacy in force from time to time, including (i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”); (ii) the Data Protection Act 2018; (iii) the retained EU law version of GDPR (as defined under the section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018) and (iii) the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; in each case together with all laws implementing, replacing or supplementing the same and any other applicable data protection or privacy laws;
“Data Subject Request” means a request made by a data subject to exercise any rights of data subjects under Data Protection Laws relating to the Personal Data;
“Personal Data” means the personal data described in Annex 1 (Data Processing Information) and any other personal data processed by the Platform Provider on behalf of the Client pursuant to or in connection with the Agreement;
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by the Platform Provider or any Sub-processor;
“Sub-processor” means any data processor (including any affiliate of the Platform Provider) appointed by the Platform Provider to process Personal Data on behalf of the Client; and
“Supervisory Authority” means any regulatory authority responsible for the enforcement of Data Protection Laws.
Terms such as “controller”, “data protection impact assessment”, “data subject”, “process/processing” and “processor” shall have the same meaning ascribed to them in Data Protection Laws.
Any other terms which appear as defined in this Schedule shall have the meaning given to them in the Terms of Service.
PROCESSING OF THE PERSONAL DATA
Each party acknowledges and agrees that for the purposes of the Agreement and Data Protection Laws, the Client shall be the controller and the Platform Provider the processor in respect of the Personal Data.
Each party confirms that in the performance of the Agreement it will comply with Data Protection Laws.
The Platform Provider shall only process the types of Personal Data relating to the categories of data subjects for the specific purposes in each case as set out in Annex 1 (Data Processing Information) to this Schedule and shall not process the Personal Data other than in accordance with the Client's documented instructions (whether in the Agreement or otherwise) unless processing is required by applicable law to which the Platform Provider is subject, in which case the Platform Provider shall, to the extent permitted by such law, inform the Client of that legal requirement before processing that Personal Data.
The Platform Provider shall inform the Client if, in its opinion, an instruction it receives from the Client pursuant to the Agreement infringes the Data Protection Laws.
CLIENT WARRANTY
The Client warrants that it has all necessary rights to provide the Personal Data to the Platform Provider for the processing to be performed in relation to the Alfa Service.
SUPPLIER PERSONNEL
The Platform Provider shall treat all Personal Data as confidential and shall use reasonable efforts to inform all its relevant employees, contractors and/or any Sub-processors engaged in processing the Personal Data of the confidential nature of such Personal Data.
The Platform Provider shall take reasonable steps to ensure the reliability of any employee, contractor and/or any Sub-processor who may have access to the Personal Data, ensuring in each case that access is limited to those persons or parties who need to access the relevant Personal Data as necessary for that person's or party's duties to the Platform Provider.
The Platform Provider shall ensure that all such persons or parties involved in the processing of Personal Data are subject to confidentiality undertakings or are under an appropriate statutory obligation of confidentiality.
SECURITY
SUBPROCESSING
The Client hereby grants its general authorisation to the appointment of Sub-processors by the Platform Provider under the Agreement.
If the Platform Provider seeks to replace any existing Sub-processor and/or appoint any new Sub-processor, the Platform Provider will provide the Client with 30 days’ prior notice of the proposed change in Sub-processor(s) and the Client shall have the right to object to such change within 14 days after its receipt of such notice.
The Client’s sole remedy if it does not agree to the replacement or appointment of a Sub-processor shall be to terminate the Agreement.
With respect to each Sub-processor, the Platform Provider shall:
enter into a written contract with the Sub-processor which shall contain terms materially the same as those set out in this Schedule; and
remain liable to the Client for any failure by the Sub-processor to fulfil its obligations in relation to the processing of any Personal Data.
An overview of the Sub-processors the Platform Provider relies upon as at the Commencement Date (and which shall be deemed to be approved by the Client), including their functions and locations, is available upon request.
DATA SUBJECT RIGHTS
The Platform Provider shall without undue delay notify the Client if it receives a request from any governmental or regulatory body or law enforcement agency related to disclosure of the Personal Data unless prohibited by law or a legally binding order of such body or agency.
The Platform Provider shall, without undue delay, refer all Data Subject Requests it receives to the Client.
In the event that the Client cannot fulfil any Data Subject Request itself, the Platform Provider shall cooperate as reasonably requested by the Client to enable the Client to comply with any such request including:
the provision of all information reasonably requested by Client within any reasonable timescale specified by Client in each case, including full details and copies of the complaint, communication or request and any Personal Data it holds in relation to a data subject;
implementing any additional technical and organisational measures as may be reasonably required by Client to allow Client to respond effectively to relevant complaints, communications or requests.
INCIDENT MANAGEMENT
In the case of a Personal Data Breach, the Platform Provider shall, not later than 48 hours after having become aware of it, notify the Personal Data Breach to the Client providing the Client with reasonable information which allows the Client to meet any obligations to report a Personal Data Breach under Data Protection Laws.
The Platform Provider shall cooperate with Client and take such reasonable steps requested by Client to assist in the investigation, mitigation, and remediation of each Personal Data Breach.
In the event that the Personal Data Breach is caused by the Client’s acts or omissions, Client shall reimburse the Platform Provider’s reasonable costs and expenses incurred in complying with this paragraph 9.
DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION
DELETION OR RETURN OF CLIENT PERSONAL DATA
On cessation of processing of Personal Data by the Platform Provider, or termination of the Agreement, the Platform Provider shall permit Client (at its option) to:
extract a complete copy of all Personal Data by secure file transfer and securely wipe all other copies of the Personal Data processed by the Platform Provider or any Sub-processor unless required to retain such data in order to comply with applicable laws; or
request that the Platform Provider delete the Personal Data (and procure that any Sub-processor does the same) unless required to retain such data in order to comply with applicable laws.
If the Client fails to exercise its rights under paragraphs 11.1.1 and 11.1.2 above, the Platform Provider shall delete the Personal Data (and procure that any Sub-processor does the same) within 90 days following the termination of the Agreement, unless required to retain such data in order to comply with applicable laws.
AUDIT RIGHTS
The Platform Provider shall make available to the Client on request all information reasonably necessary to demonstrate compliance with this Schedule and Data Protection Laws and allow for and contribute to audits in accordance with the Platform Provider’s or its Sub-processors policies in place from time to time.
Prior to conducting any audit pursuant to paragraph 12.1, the Client must submit an audit request to the Platform Provider and the Client and the Platform Provider must agree the start date, scope and duration of and security and confidentiality controls applicable to any such audit.
In the event that the Client requires more than one (1) audit in any twelve (12) month period, Client shall reimburse the Platform Provider’s reasonable costs and expenses incurred in complying with any audits over and above such one (1) audit in any twelve (12) month period.
This Annex 1 includes certain details of the processing of Personal Data as required by Article 28(3) GDPR.
| Subject matter and purposes of the processing of Personal Data | Processing for the purposes of provision of the Alfa Service. |
|---|---|
| Nature of processing | The nature of processing involves the collection, storage, and analysis of the types of personal data and data subjects outlined below. |
| Duration of the processing | The duration of the processing will be determined by the length of the Client's use of the Alfa Service and the retention period necessary to fulfil the purposes of producing anonymized and aggregated statistical reports, research, and supporting product and service development. |
| Type of personal data | The Platform Provider is processing the following data: Employees of Client: Business contact details (including full name, role, employer details, work email address and work telephone number). Technical information and usage data |
| Categories of data subjects | The categories of data subjects are Employees of the Client. |