Alloc8tor Terms of Service
Thank you for choosing to use the Alloc8tor platform!
1. Application of this Agreement
This agreement will prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
The Client’s order, or the Client’s acceptance of a quotation for services by Alloc8tor, constitutes an offer by the Customer to purchase the Services on the terms of this Agreement. No offer by the Client will be accepted by Alloc8tor other than
(i) by a written acknowledgement issued and executed by Alloc8tor; or
(ii) by Alloc8tor starting to provide the services, when a contract for the supply and purchase of the services on the terms of this Agreement will be established; or
(iii) by Alloc8tor issuing an invoice for the amounts due.
Quotations are given by Alloc8tor on the basis that no contract will come into existence except in accordance with this clause 1. Any quotation is valid for a period of 30 days from its date, provided that Alloc8tor has not previously withdrawn it.
In consideration of the charges to be paid by the Client hereunder, Alloc8tor agrees to provide the Client with the Alloc8tor task allocation services. (“Task Allocation Services”).
For each task included as part of the Task Allocation Services, the Client agrees to provide to Alloc8tor:
(i) the details of each task;
(ii) the recipient list for each task with email addresses
Alloc8tor shall communicate each task via the website or application and such content to all provided email addresses (save where undeliverable) on behalf of the Client and include an electronic tracking system which shall track the recipient availability for the task. Alloc8tor shall then provide such information to the Client in the form of a dashboard which shall be accessible on the Alloc8tor web site (“Task Allocation”).
This Agreement shall continue in force for the period Client uses the Task Allocation Services as agreed and invoiced and for 6 months after the Client’s last use of such Services.
The Task Allocation Services are provided solely for use by the Client. The Client is not permitted to use the Task Allocation Services to provide services to or for any other person without Alloc8tor’s prior written consent.
5. Payment & Prices
Payments will correspond to the pricing set out on the initial invoice or agreed in the future by both parties.
All invoices issued by Alloc8tor shall be due and payable in UK Sterling upon receipt by the Client.
Invoices unpaid after their due date shall be subject to a finance charge of 2% above Barclays base lending rate for each day they remain overdue. Alloc8tor shall also be reimbursed for its collection costs in the event of late payments, including its reasonable legal fees.
6. Service Level Agreement
Provided the Client has paid all Alloc8tor invoices within the specified periods and has complied with the terms of this Agreement, Alloc8tor agrees to provide an average of 95.0% availability of the online allocation service within each given month, excluding scheduled maintenance.
If Alloc8tor fails to meet such 95% online reporting service availability, Alloc8tor agrees to refund the Client 1% of the applicable Task Allocation fees for each complete 60 minutes of downtime, up to a maximum refund of 100% of the Client’s Task Allocation fees, and where the maximum credit shall not exceed the monthly service charge for the affected month.
7. Your Information & Your Permissions
When you use our Services, you provide us with your contact information and profile preferences (“Your Information”). Your Information is yours. These Terms don’t give us any rights to Your Information except for the limited rights that enable us to offer the Services.
We need your permission to do things like hosting Your Information, backing it up, and sharing it when you ask us to.
You’re responsible for your conduct. Your Information and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights.
We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren’t responsible for the information made available via the Services.
Help us keep you informed and Your Information protected. Safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account.
You may use our Services only as permitted by applicable law, including export control laws and regulations.
Some of our Services may allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
9. Our Information
The Services are protected by copyright. These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, Alloc8tor trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via our contact page. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.
11. Limitation of Liability
(THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS TERM)
This clause sets out the entire financial liability of Alloc8tor (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of (i) any breach of the Contract; (ii) any use made by the Client of the Task Allocation Services or any part of them; and (iii) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
Nothing in this Agreement limits or excludes the liability of Alloc8tor (i) for death or personal injury resulting from negligence; or (ii) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Alloc8tor.
Alloc8tor will not be liable for (i) loss of profits; (ii) loss of business; (iii) depletion of goodwill and/or similar losses; (iv) loss of anticipated savings; (v) loss of goods; (vi) loss of contract; (vii) loss of use; (viii) loss of corruption of data or information; or (ix) any special, indirect, consequential loss, or damage.
Alloc8tor’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of its obligations under this Agreement will be limited to the price paid for the Task Allocation Services giving rise to such liability.
a) The Client shall not reproduce, duplicate, copy, sell, or otherwise disclose or disseminate the results of the Task Allocation Services, except as authorised herein.
b) either party shall publish, disseminate or disclose to any other person, firm, organisation or corporation, and shall protect against disclosure, the other party’s Confidential Information (as hereinafter defined).
c) Each party agrees to use the other party’s Confidential Information only in connection with its obligations to be performed under this Agreement and shall disclose such information to its employees only on a need to know basis. Confidential Information shall mean a party’s business and marketing strategies, including but not limited to employee and the Client lists, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, the Client profiles, and other information of such party which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically).
d) Confidential Information shall not include any information that is: (i) already in the possession of the receiving party or its subsidiaries; (ii) independently developed by the receiving party or its subsidiaries; (iii) publicly disclosed by the disclosing party; (iv) rightfully received by the receiving party or its subsidiaries from a third party; (v) approved for release by written agreement with the disclosing party; (vi) available by the inspection of products marketed or offered for sale by either party hereto or others in the ordinary course of business; (vii) disclosed pursuant to the requirement or request of a governmental agency or third party to the extent such disclosure is required by operation of law, regulation or court order.
e) he provisions of this section shall survive the termination of this Agreement for a period of five (5) years.
This Agreement may be terminated by either party: (i) on ninety (90) days written notice to the other party at any time; or, (ii) immediately by giving written notice to the other party if the other party commits any material breach of any of the terms of this Agreement and (in the case of a breach capable of being remedied) fails to cure that breach within 10 days of receipt of a request in writing from the non-breaching party to cure the relevant breach (such request to contain a warning of that party’s intention to terminate if the breach is not cured).
This Agreement may be terminated by Alloc8tor by written notice at any time:
(i) f any payment due to Alloc8tor from the Client is overdue by more than 30 days;
(ii) f the Client breaches the provisions of clause 7 at any time; or
(iii )f the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
Any termination of this Agreement shall not relieve either party of its obligations under Sections 7, 9 and 11 above.
14. Discontinuation of Services
We may decide to discontinue the Services in response to unforeseen circumstances beyond Alloc8tor’s control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Information from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven't received Services for.
(a) This Agreement shall be governed by and construed in accordance with English law without regard to conflict of law principles. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Task Allocation Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
(b) If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.
(c) If the performance of this Agreement, or any obligation hereunder, except the making of payments, is prevented, restricted, or interfered with by reason of any act or condition beyond the reasonable control of the affected party, the party so affected will be excused from performance to the extent of such prevention, restriction, or interference.
(d) If the performance of this Agreement, or any obligation hereunder, is not executed and/or not executed in full any payments made and/or payments to be made, shall be refunded and/or reduced pro rata.
(e) Neither party accepts any liabilities whatsoever under this Agreement in respect of the other party’s legal position.
16. Services “AS IS”
We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, ALLOC8TOR AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some juristications don’t allow the disclaimers in this paragraph, so they may not apply to you.
17. Entire Agreement
These Terms constitute the entire agreement between you and Alloc8tor with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
We may revise these Terms from time to time to better reflect:
(a) changes to the law,
(b) new regulatory requirements, or
(c) improvements or enhancements made to our Services.
If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.
If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.