Terms & Conditions

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AlkEmygold Limited Terms and ConditionS

IMPORTANT NOTICE:
These terms and conditions regulate the purchasing of Alps Reports and Services (as defined in these terms and conditions). If Your local authority has entered into a separate agreement for the provision of Reports and/or Services or if You want to commission Reports and/or Services and there is no separate agreement between Your local authority and Alkemygold Limited, or You wish to receive additional Reports and/or Services to those provided under Your local authority's agreement these terms will form the agreement between Alkemygold Limited and You in relation to the commissioning and paying for the production of the Reports and / or the provision Services.

It is agreed as follows

Definitions

Alkemygold Limited means Alkemygold Limited (company no. 4258920) whose registered office is 92 Thornhill Avenue Lindley Huddersfield HD3 3DG

“You” or “Your” means the school, college or other such organisation who has submitted Data to Alkemygold Limited

“Agreement” means this agreement

“Cost” means the cost of the Reports or Services as advertised from time to time by letter or on Alkemygold Limited’s website

“Data” means data required for Alkemygold Limited to process Reports

“Data Transfer System” means the software to upload Your Data and transfer it to the Alkemygold Limited server

“Reports” means such of the Alps reports that Alkemygold Limited offers from time to time including but not limited to Alps A level, AS level and BTEC reports and which You specify that You require when submitting Your Data to Alkemygold Limited

“Services” means the processing of the Reports and any additional advice or training that may be given by Alkemygold Limited to You in relation to the purchase of the Reports

“Software” means the Alps data collection software and Data Transfer System

1.1 In consideration for complying with the terms of this Agreement You agree that by submitting Data to Alkemygold Limited whether by this Data Transfer System or otherwise You are making an offer to purchase Reports for the Costs and upon processing and posting or otherwise sending to You the Reports Alkemygold Limited is accepting Your offer in return for payment of the Costs

2. term

2.1 This Agreement is effective until either:

2.1.1 the Services referred to in paragraph 5 below have been completed and any payment due from You has been made;

2.1.2 Alkemygold Limited confirms to You that it will not be processing all or any of Your Reports as set out in paragraph 5

2.1.3 Alkemygold Limited terminates this agreement if You have failed to abide by these terms

3. Intellectual PROPERTY

3.1 Alkemygold Limited shall at all times retain ownership of the Software as originally downloaded by You and all subsequent downloads of the Software by You and all intellectual property rights in the Software, the Data Transfer System and the Reports.

3.2 Alkemygold Limited shall at all times retain ownership of all copyright and other intellectual property rights in all Reports generated and advice or training given as part of the provision of the Reports or Services and nothing shall be deemed as a release, transfer, assignment or other disposal of Alkemygold Limited's rights.

3.3 You are, on a permanent basis, permitted to reproduce extracts of, and otherwise use, for internal use only and for the purpose of analysing Your data and identifying areas of strengths and weaknesses and improving standards and for other such internal educational purposes that relate to You, including as evidence of performance for inspections or in discussions with Your local authority, the hardcopy and electronic contents of the Reports generated and advice or training given as part of the provision of the Services.

4. liability

4.1 The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statue, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.

4.2 Alkemygold Limited does not warrant that the Software or the Data Transfer System will meet Your requirements or that the operation of the Software or the Data Transfer System will be uninterrupted or error-free or that defects in the Software or the Data Transfer System will be corrected. In no event will Alkemygold Limited be liable to You for any indirect or special loss or damage of any kind (except personal injury or death resulting from Alkemygold Limited's negligence or breach of this Agreement), nor for any form of lost profits or consequential loss arising from Your use of or inability to use the Software or the Data Transfer System or from errors or deficiencies in it whether caused by negligence or otherwise. Alkemygold Limited shall also not be liable for any failure by the Software or the Data Transfer System to provide any functions not specified in its instructions or associated documentation. In respect of any other claim, in no event shall Alkemygold Limited's liability exceed the amount paid by You, or on Your behalf, for the Services and/or Software or the Data Transfer System.

5. SERVICES AND PAYMENT

5.1 If You use the Data Transfer System (or other means) to submit Your data to Alkemygold Limited and request Services Alkemygold Limited shall process the Report(s) requested using the Data submitted and post these to You, where reasonably possible within 8 working days of receipt of the data, or if longer as soon as reasonably practicable.

5.2 Unless we have had confirmation from Your local authority that it is paying for all or part of the Services You shall pay to Alkemygold Limited the Cost of the Services as advertised from time to time by letter or on Alkemygold Limited's website on such date as is 14 days from receipt of an invoice from Alkemygold Limited. Invoices shall be issued after the Reports have been posted to You, relevant Services completed or as is otherwise agreed.

5.3 Alkemygold Limited shall not be required to process Reports or complete Services if it does not wish to for any reason or if it does not receive the Data required to process the Reports after reasonable requests to You

6. DATA PROTECTION

6.1 For the purposes of this paragraph 6:

6.1.1 "Personal Data", "Data Controller", "Data Processor", "Data Subject" and "Process" shall have the meanings given in the Data Protection Act 1998 ("DPA") and "Processing" shall be construed accordingly;

6.1.2 "Pupil Data" means Personal Data about pupils from Your school or college or such organisation that have taken level 2 and/or level 3 qualifications such as A-level, AS-level and BTEC National examinations and results; and

6.1.3 "Owner Research" means research carried out by Alkemygold Limited using the Pupil Data You submit.

6.2 You agree that You will comply with the DPA in relation to the Pupil Data at all times when You are a Data Controller for such Pupil Data, including provision of fair processing notices to all pupils in relation to the processing for the purpose of Alkemygold Limited performing the Services and carrying out Owner Research.

6.3 You agree that when Alkemygold Limited is providing the Services You are the Data Controller for Pupil Data and that Alkemygold Limited acts as a Data Processor for such Pupil Data.

6.4 When processing Pupil Data as a Data Processor in accordance with paragraph 6.3 Alkemygold Limited shall:

6.4.1 only Process the Pupil Data for the purpose of providing the Services, and only in accordance with Your instructions;

6.4.2 only appoint sub-contractors as further Data Processors on Your behalf if such further Data Processors are engaged on terms providing equivalent protections in relation to Pupil Data to those set out in this Agreement;

6.4.3 ensure that its employees only have access to the Pupil Data where this is necessary for the Purpose or for things related to the Purpose and that its employees are reliable and aware of their obligations under the Data Protection Act 1998;

6.4.4 ensure that it will not disclose any Pupil Data to third parties unless You tell us to do so (for the purposes of this clause You hereby instruct Alkemygold Limited to disclose Pupil Data to Your local authority or similar body on request);

6.4.5 ensure that it has appropriate technical and organisational processes, procedures and security measures in place, to safeguard against any unauthorised or unlawful Processing and against accidental loss or destruction of, or damage to the Pupil Data; and

6.4.6 except as set out in paragraph 6.5 on termination of this Agreement, however caused, immediately stop all Processing and at Your request return or destroy the Pupil Data and let You know that this has been done.

6.5 You agree that Alkemygold Limited may use the Pupil Data for Owner Research, and that in this situation both You and Alkemygold Limited are Data Controllers. Alkemygold Limited shall be responsible for anonymising the Pupil Data and shall not be entitled to use or re-constitute from other data in its possession un-anonymised Pupil Data. Alkemygold Limited shall only use such anonymised data for generic research and shall not identify, influence decisions about or do anything likely to cause substantial damage or distress to individual Data Subjects.

7. waiver of remedies

7.1 The failure of either Party to insist upon strict performance of any provision of this Agreement; or, exercise any right or remedy to which it is entitled under this Agreement; shall not constitute a waiver thereof and will not prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

8. third parties

8.1 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available otherwise than pursuant to that Act.

9. law

9.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

If You have any questions concerning this Agreement please write to Mary Ahern, Alkemygold Limited, 92 Thornhill Avenue, Huddersfield, HD3 3DB

By submitting data to us or using our services you are deemed to agree to and be bound by these terms and conditions.