Alliedium
ANY PERSON OR ENTITY ("Client") USING OR OTHERWISE ACCESSING THE SOFTWARE
PRODUCT RECEIVED FROM OR ACCESSED VIA alliedium.alliedtesting.com (“Site”) OR ANY OF
THE CONTENT AND/OR DATA AVAILABLE VIA THE SITE MUST AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF THIS SOFTWARE PRODUCT LICENCE AGREEMENT
("Agreement").
PERSONAL DATA: Client agrees to provide only true, accurate and complete information to us via the
Site. Any personal information provided by Client will be treated with appropriate care and security in
accordance with applicable law.
SERVICE DETAILS FORM: This Agreement refers to and is based on the [Product Order] as completed
by Client via the Site to specify the applicable Product version, which is hereby incorporated by
reference.
USER ACCOUNTS: The Product must be used only in conjunction with the unique IDs, usernames
and/or passwords supplied hereunder (“Account Log-ins”), and Client is solely responsible for the
safety, confidentiality and all use of Client’s account and all other access data in relation to Client and to
each of Client’s employees and/or other authorised users of the Product as agreed by the parties from
time to time (“Authorised Users”).
1. CONTRACTING PARTIES . The Product, together with all software, content, data and other
materials contained therein (“Content”) are owned or controlled by Allied Testing LTD, a company
registered in BVI with Company Number 1639436 having its registered office at Geneva Place,
Waterfront Drive, PO Box 3469, Tortola, BVI (“Company”);. Client is contracting hereunder with
Company and has agreed to be bound by this Agreement. Please note that the Product may not be
available in certain countries, as noted on the Site, from time to time.
2. THE PRODUCT . Company has developed and offers a tool for automated testing and business
process purposes (such solution including all software and data, updates, versions, enhancements and
modifications made thereto, as described in the Product Order is the “Product”) and Client seeks such a
tool on a cloud-hosted or on-premises basis. Client is responsible for ensuring Client has in place all
systems and communications services necessary for use of the Product, which must meet any minimum
requirements specified on the Site from time to time. Company shall not be responsible for any inability
to use the Product due to incompatibility with an operating system or device or technical system
problems.
3. LICENCE . Subject to the terms of this Agreement and payment of the Charges, Company grants
to Company a non-exclusive and non-transferable license (for the Term specified in the Product Order),
to use the Product to the extent detailed in the Product Order solely for the purposes of (i) processing all
data, information and other materials provided by Client in connection herewith (“Client Data”) and
testing Client’s own software for Client’s own internal business purposes; (ii) running automated tests;
and (iii) modifying existing tests.
4. RESTRICTIONS . The rights granted hereunder shall not include: (i) sale or sub-licensing of any
Content (as physical or electronic products or as a collection or compilation or in any other form); (ii) the
making of copies of any Content (save as expressly permitted hereunder); (iii) distribution or posting or
other provision to any third party of the Content, via the internet or any mobile network or device or any
other method (including without limitation by way of downloading, copying, presenting, sharing, making
available or other technical means); and/or (iii) alteration or removal of any Copyright notices or
proprietary markings on any Content or aspect of the Product (and Company hereby asserts its moral
rights in relation thereto). Client agrees and undertakes to not (a) reverse engineer, decompile, reverse
compile, disassemble or otherwise attempt to discover the source code, object code or underlying
structure, ideas, know-how or algorithms relevant to the Product; (b) modify, translate, copy, duplicate,
republish, transmit or create derivative works based on the Product; (c) sell, rent, lease, transfer, assign,
distribute, display, disclose, or otherwise commercially exploit the Product; (d) attempt to use the
Product or any part thereof to develop a competitive product or service or to provide services to third
parties; (e) access, store, distribute or transmit any viruses through the Product; and/or (f) use the
Product to store material that violates the rights of a third party, or which is illegal, harmful, threatening,
defamatory, obscene, infringing, discriminatory, harassing or racially or ethnically offensive. Client
agrees and acknowledges that the Product may contain software licensed from third parties (including open
source software) in relation to which additional terms may apply if use does not comply with this Agreement. In
any such circumstances, it shall be Client’s responsibility to obtain any necessary third party rights or licences. If
and to the extent any aspect of the Product requires use of a third party API, Company disclaims any liability in
relation thereto.
5. INSTALLATION AND SUPPORT . The installation process is detailed in the guidance
documentation provided and/or made available to Client. Client shall ensure that all Authorised End
Users keep their user IDs and passwords for the Product strictly confidential and do not share such
information with any unauthorised person. User IDs are issued solely to the individual, named person in
each case and may not be shared (and Client accepts responsibility for any and all actions taken using
such credentials and to immediately notify Company of any unauthorised use of which Client becomes
aware). From time to time, Client may be required to provide certain information, materials, instructions
and other items so that Company can properly provide the Product. If such request is made and Client
fails to provide the same within a reasonable time (or if Client provides incomplete or incorrect
assistance or information), Company may at its discretion terminate this Agreement or make an
additional charge of a reasonable sum as compensation. Company shall not be liable for any late
delivery of or failure to provide the Product resulting from any such default. Company may provide online
support services related to the Product, by way of online or telephonic practical or technical assistance
(“Support”). The extent of Support is subject to Company’s policies described in any user manual, in
online documentation, and/or other Company-provided materials.
6. CHARGES AND PAYMENT . In consideration of the grant of rights and provision of the Product
hereunder, the amounts payable by Client shall be based on the “Costs Calculator” and as detailed in
the Product Order (“Charges”). Company shall invoice Client at the beginning of each calendar month in
advance (starting on the date agreed in the Product Order or, if earlier, the date on which Product
provision commenced). Invoices will be sent via email or other format via Site (customers portal – my
account – my subscriptions). Charges shall be payable in each case within fourteen (14) days of date of
invoice, by electronic transfer to Company using payment details provided to Client from time to time. All
amounts set out herein are exclusive of VAT or similar sales tax. Any late payment(s) shall be subject to
interest at the rate of eight percent (8%) above the then-current annual base rate of Barclays Bank plc.
All sums received by Company are non-refundable and Client shall have no right of set-off. Company
reserves the right to suspend provision of the Product (or use of the Product) or terminate this
Agreement at any time if payment is not timely received or if collection of Charges is not commercially or
practically viable for any reason.
7. TERM, RENEWAL AND TERMINATION . The license granted hereunder shall be valid from
receipt of full payment and shall continue until the end of the applicable and paid-for duration (“Term”)
unless and until terminated by either party on not less than three (3) months’ notice (to terminate at the
end of the then-current licensed period) to be sent by email. Where no such termination notice is timely
received by Company, Client shall be deemed to have requested renewal and shall be liable for
payment of Charges for the next-repeated licensed period at the applicable rate(s). Without prejudice to
any other rights and remedies hereunder, Company may terminate this Agreement by written notice if
Client: (i) uses the Product or any Content in a manner inconsistent with this Agreement or which
otherwise may constitute infringement of any rights of Company or its licensors; or (ii) materially
breaches this Agreement and fails to remedy such breach within two (2) days of written notice; or (iii)
enters into liquidation, receivership, administration, winding up, bankruptcy, an arrangement with
Client’s creditors or any other status as a consequence of insolvency, or take any preparatory steps to
enter any such status (each an “Insolvency Event”). Upon any termination hereof: (a) any unpaid
Charge(s) shall remain payable in full (for the full period of each license granted) without entitlement to
any refund; and (b) Client shall promptly cease all use of the Product and shall promptly delete all copies
of Content in Client’s possession or control. In addition, and without prejudice, to the other rights and
remedies available hereunder, Company reserves the right to suspend provision of the Product in the
event of an actual or suspected breach of this Agreement or other unauthorised use of the Product.
Termination of this Agreement however caused shall be without prejudice to any rights or liabilities
accrued at the date of termination and, without prejudice to the other rights and remedies available
hereunder, Company reserves the right to cease provision of the Product in the event of an actual or
suspected breach of this Agreement or other unauthorised use of the Product; and additionally to
suspend use at any time to: (a) deal with technical problems or make technical changes; (b) update the
Product to reflect changes in relevant laws and regulatory requirements; and/or (c) make changes to the
Product as requested by Client or notified by Company to Client. Company shall use reasonable efforts
to contact Client in advance of a suspension, though this may not be possible in certain circumstances.
In the event Client discovers a material defect in the Product, Client must notify Company as soon as
possible (via alliedium_support@alliedtesting.com), and Company shall use reasonable efforts to
address the fault.
8. USER CONDUCT . Client agrees and undertakes to obey all applicable laws in using the Product
the Site and the Content, and agrees that Client is responsible for all content and/or communications
Client sends to or initiates via the Site. Client specifically agrees (in relation to the Site):9. CLIENT’S WARRANTIES AND INDEMNITIES. Client acknowledges and agrees that the Product includes provision of a large amount of information and data, the selection of which may be continuously updated, rearranged and modified throughout the Term without further notice. Company makes no representation or warranty about the provision or availability or accuracy at any particular time of any specific items of data or information and Company reserves the right to remove or cease provision or availability of any specific information or data at any time without liability to Client. Client warrants and represents that Client has the right and authority to enter into this Agreement and to perform its obligations hereunder and that throughout the Term: (i) Client will use the Product solely for the purposes specified by Company; (ii) all information provided by Client to Company is complete and accurate at all times and Client shall timely provide updated or corrected information; (iv) Client will comply with applicable law; (v) Client will not use or attempt to use or access the Product (or any part thereof) other than in accordance with the terms of this Agreement; (vii) Client will not (and will not attempt to) modify or circumvent the technology or any part of the Product; and (vii) Client will not provide login details or other information to any third party or otherwise assist or permit any unauthorised access to the Product. To the extent permitted under applicable law, the Product is provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability and/or fitness for a particular purpose. Client agrees to indemnify Company for any loss or damage that may be incurred by Company, including without limitation legal fees, arising from any breach by Client of any warranty or other term herein or Client’s misuse of any material or information obtained through the Site or the Content. Client undertakes to inform Company immediately if Client becomes aware of any possible breach of this Agreement by Client or any connected party. 10. COMPANY’S WARRANTIES AND INDEMNITIES. Company warrants and represents that it has the right and authority to enter into this Agreement and to perform its obligations hereunder. Company warrants and represents that it has the right to grant the license provided hereunder and that all Intellectual Property Rights granted to Client under such license are owned and controlled by Company and that use by Client of such rights in accordance with this Agreement will not infringe the rights of any third party. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT: (A) THE PRODUCT WILL MEET CLIENT’S REQUIREMENTS; (B) THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE, COMPLETE, RELIABLE OR EFFECTIVE; (D) THE PRODUCT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION; OR (E) THE QUALITY OF ANY CONTENT WILL MEET CLIENT’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS (AND COMPANY DISCLAIMS ANY LIABILITY RELATING TO ANY OF THE FOREGOING). THE USE OF THE PRODUCT IS AT CL:IENT’S OWN RISK AND WITH CLIENT’S AGREEMENT THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM SUCH ACTIVITIES. 11. INTELLECTUAL PROPERTY RIGHTS. All Client Data is and shall at all times remain the property of Client. Client grants to Company a worldwide, non-exclusive and royalty-free licence to use, copy, host, modify and transmit the Client Data for the sole purpose of providing the Product to Client hereunder. Client acknowledges and agrees that the Product (including any documentation, source code, translations, compilations, partial copies and/or derivative works) and all intellectual property rights in the Content of whatever nature (in this Agreement collectively referred to as “ Intellectual Property Rights”) are and shall remain the property of Company and the Product is licensed (and is not "sold") to Client. The brands, products and service names used in the Product and the Content (including without limitation, “Allied Testing”) are trademarks or trade names of Company or its trading partners unless otherwise stated. Client agrees and accepts that any use of the Product which is inconsistent with this Agreement will be treated as an unauthorised use and may result in a claim by Company (or a third party licensor) against Client for infringement of the copyright and/or other rights therein. 12. SECURITY AND DATA PROTECTION. Client accepts and agrees that Company shall not be responsible for any access to or use of Client Data via the Product or for the security or privacy practices of any third party or third party products or services. Client shall be solely responsible for permitting any third party provider or third party product or service to use Client Data and for taking all steps necessary to back-up any data created or stored using the Product, and to prevent any of Client Data, information and/or systems from being affected by viruses or other harmful components. 13. CONFIDENTIALITY . Neither party shall disclose to any third party or use for any purpose other than the performance of this Agreement any information obtained from the other which is of a confidential nature or marked as confidential. In particular, without limitation, Client will not disclose to any other person, or use for any other purpose, any of the knowhow, structures, code or other information relating to the Product. This restriction shall not apply to information already in the public domain other than through breach of this Agreement, or to the extent that information is required to be disclosed by law or competent authority. Without prejudice to the above, Client agrees that Company may use Client’s name and/or logo on the Site and other marketing materials to a reasonable extent. 14. LIABILITY. Client agrees that the liability of Company hereunder shall be limited to the amount Client has actually paid to Company for provision and/or use of the Product or, if greater, GBP£100. Except as set out herein, Company shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of Client’s use of the Site or the Content. Nothing in this Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence of Company. Without limitation to the above, Company shall not be liable to Client for any loss or damage which Client could have avoided by: (i) having in place reasonable or standard virus-protection, back-up or other measures commonly adopted by similar users of IT systems; or (ii) following Company’s advice or applying an update to the Product that has been offered to Client; or (iii) correctly following implementation instructions or having in place any minimum system requirements advised by Company. 15. FORCE MAJEURE . If circumstances beyond the reasonable control of the parties, including without limitation fire, flood, severe weather, strikes, third party telecommunications or other service failures, terrorism, war, epidemic/pandemic or natural disasters) temporarily make it impossible for either or both party/ies to perform their respective obligations hereunder, the obligations of the affected party/ies shall be suspended for the duration of such period to such extent as is reasonable in the circumstances and each affected party shall not be liable to the other party to such extent. 16. NO ASSIGNMENT . Client may not assign or transfer any or all of Client’s rights or obligations hereunder to any third party without the prior written approval of Company. 17. NOTICES . Any notice hereunder must be given in writing to the relevant address specified on the Site and/or the Product Order, or to such other address as either party may notify the other in writing expressly for such purposes. 18. THIRD PARTY RIGHTS, The provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded hereunder such that this Agreement shall be exclusive to the its parties and no third party shall have any rights to enforce any of its terms (and the terms of the Third Party Rights Act shall not apply). 19. ENTIRE AGREEMENT. This Agreement (together with the Product Order and any terms detailed on the Site) comprises the entire agreement between the parties relating to the Product. No other terms, whether express or implied, and including any terms that Client may have put forward, will apply to this relationship, and all such terms are expressly excluded. 20. NO WAIVER. No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Agreement, shall operate as a waiver of any breach of the same or any other provision of this Agreement. 21. VARIATION. This Agreement may be varied from time to time by notice to Client or by Company posting new terms on the Site, and any such amendment will be applicable to Client from the date and time such revised terms have been posted on the Site (or other such date as shown in such notice or posting). Client’s continued use of the Site and/or the Product constitutes agreement with and acceptance of any such amendment or other changes. 22. LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of England. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of London, England.