1.1. Altus Consulting grants you a non-exclusive, non-transferable licence to access the Service for the Term and to use the content you access via the Service (the “Content”) for your internal business purposes only (“Subscription”). You have no right to copy or distribute the Content externally.
2. Use of the Service
2.1. You must request individual log in details for each employee that needs to access the Service using your Subscription. You may only request log in details for current employees and must notify Altus Consulting when an employee leaves so that Altus Consulting can disable those log in details.
2.2. You shall be liable for the acts and omissions of any of your employees that access the Service using your log in details.
2.3. You warrant and represent that you and all employees acting on your behalf shall keep confidential and not share with any third party your login details for the Service.
2.4. Altus Consulting may monitor the use of log ins and reserves the right to charge you for additional fees if it, acting reasonably, believes that you have allowed the use of log in details by anyone other than the employees that have been assigned log in details in accordance with clause 2.1.
2.5. If any log in details have been provided to an individual that is not your employee you shall, without delay, disable any such log in details and notify Altus Consulting immediately.
3. Warranty and Service Availability
3.1. Altus Consulting will provide the Service using all reasonable care and skill but gives no warranty that your use of the Service will be uninterrupted or error-free.
3.2. Altus Consulting will use its reasonable endeavours to ensure that the Service is available 99% of the time between 9am and 5pm Monday to Friday excluding English bank holidays calculated on a monthly basis.
3.3. Altus Consulting will not be responsible for the non-availability of the Service due to any illegal action of a third party such as hacking or the introduction of any virus or contaminant or denial of service attack arising from circumstances beyond Altus Consulting’ reasonable control.
3.4. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into these Terms or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.
4.1. Neither party shall be liable to the other in any circumstances whether due to breach of contract, tort (including negligence, or any other reason) for any:
4.1.1. direct or indirect:
184.108.40.206. loss of profits;
220.127.116.11. loss of anticipated savings;
18.104.22.168. loss of business opportunity;
22.214.171.124. loss of revenue; or
126.96.36.199. loss of goodwill; or
4.1.2. consequential, indirect or special losses,
even if the party responsible for the loss was aware at the time of entering into these Terms that the relevant loss or damage was a foreseeable consequence of its breach of the terms of these Terms or negligent act.
4.2. Subject to clause 4.3, the total liability of each party to the other party, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed the fees paid to Altus Consulting.
4.3. The exclusions in clause 4.1 and clause 4.2 shall apply to the fullest extent permissible at law, but neither party to these Terms excludes liability for:
4.3.1. death or personal injury caused by its negligence, including of its officers, employees, contractors or agents;
4.3.2. fraud or fraudulent misrepresentation;
4.3.3. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
4.3.4. any other liability which may not be excluded by law.
5. Intellectual Property Rights
5.1. You acknowledge that:
5.1.1. any and all of the intellectual property rights in the Service shall be and remain the sole property of Altus Consulting or its suppliers; and
5.1.2. except as set out in this Agreement, this Agreement does not grant you any rights to, or in, the intellectual property rights, or any other rights or licences in respect of the Service.
6. Data Protection
6.1. In this clause 6 the expressions “personal data”, “processing” (and “process”) have the meanings given to them in the applicable data protection law and a reference to “applicable data protection law” includes: (i) the Data Protection Act 2018; the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any laws or regulations implementing Council Directives 95/46/EC or 2002/58/EC; (ii) the General Data Protection Regulation (EU) (2016/679) (“GDPR”) and/or any corresponding or equivalent national laws or regulations, once in force and applicable including UK GDPR as defined in s3(10) of the Data Protection Act 2018 supplemented by s205(4); and (iii) any mandatory guidance, guidelines or codes of practice relating to the processing of personal data, as applicable to you or Altus Consulting.
6.2. Altus Consulting will process personal data relating to your employees in order to manage your Subscription. Third party suppliers of Altus Consulting that are involved in the management of Subscriptions may also process such personal data on behalf of Altus Consulting.
6.3. Altus Consulting will process all personal data in accordance with applicable data protection law.
7.1. The Fee for the Subscription will be as set out in the Subscription Details Form. Altus Consulting may increase the Fee at any time by giving you no less than 30 days’ notice in writing. If you do not wish to accept the increase, you may terminate your Subscription by giving Altus Consulting no less than 20 days’ notice in writing.
8.1. The Subscription may be terminated by either party:
8.1.1. if the other party is in material breach of these Terms and where that party has failed to comply with a notice requiring that party to remedy such breach within 14 days, if such breach is capable of being remedied;
8.1.2. if the other party ceases or threatens to cease to carry on business.
8.2. If you terminate the Subscription pursuant to clause 8.1 you will be entitled to receive a pro-rata refund of the Fee which will be payable within 30 days of the date of termination.
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of these Terms nor prejudice that party's rights to take subsequent action.
Altus Consulting may amend these Terms at any time by giving you no less than 45 days’ notice in writing. If you do not wish to accept the amendment you may cancel your Subscription by giving Altus Consulting no less than 30 days’ notice in writing.
In the event that any of the terms, conditions or provisions contained in these Terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
Any notice to be given in relation to this Agreement shall be sent by email to the email address notified by each party to the other in writing. All notices shall be deemed to be served on the next business day after the date of sending.
9.5. Force Majeure
Except for the obligation to make payments properly due, neither party will be liable for delay or failure to perform obligations if that delay or failure is caused by circumstances beyond the reasonable control of the affected party provided that the affected party shall promptly give the other party notice of such delay or failure and circumstances and that the affected party shall use its reasonable endeavours to mitigate the delay or failure.
9.6. Exclusion of Third Party Rights
No term of these Terms is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
9.7. Language, Law and Jurisdiction
These Terms shall be construed in accordance with the English language and the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
These Terms set out the entire agreement and understanding between the parties in respect of its subject matter and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
If you require purchase orders to be issued, it is understood that Altus Consulting will accept these purchase orders subject to these Terms which shall prevail over any terms stipulated on any purchase order.