Terms & Conditions

Schedule 1 –

The Service

Provision of the TimeBox™ application residing at www.thetimebox.com (“the Site”) that contains the following elements:

• Time-sheet Recording for chargeable and non-chargeable work
• Time-sheet Authorisation and Review
• Account Management – reporting and analysis
• Corporate Management – reporting and analysis
• User and Client Administration
• System Setup
• Email access to the TimeBox™ support team

License Grant & Restrictions

Alphatec hereby grants the Client a non-exclusive, non-transferable right to use the Service solely for the Client’s own internal business purposes, subject to these Terms and Conditions and the agreement of which they form part (together referred to as “the Agreement”).

All rights not expressly granted to the Client are reserved by Alphatec and its licensors. Alphatec reserves the right to grant licenses to use the Service and the Site to any other party or parties provided any such licenses shall not affect the provision of the Service to the Client.

The Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content of the Site (the “Content”) in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Site, the Service or the Content in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Client shall not amalgamate, amend or incorporate the Service or the Content (or any software therein) into or with any other software without the consent of Alphatec.

User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

Payment of Fees

Invoices will be issued quarterly in advance or as otherwise mutually agreed.

Additional users may be added at any time by the Client and the Client will be charged from the date of addition at the monthly licence fee in effect at that time. The charge for additional users will be shown separately on the invoice or invoiced separately as mutually agreed.

The Client shall pay all fees or charges to Alphatec’s nominated bank account by direct debit or standing order or bank transfer within the period of 30 days of issue of the relevant invoice or, if shorter, within the period prior to the commencement of the next term during which the Service is to be provided.

Alphatec reserves the right to modify its fees and charges and to introduce new charges upon at least 30 days prior notice to the Client.

Fees for other services will be charged on an as-quoted basis.

Alphatec’s fees and charges are exclusive of VAT or other applicable sales taxes. Any such taxes shall be paid by the Client at the rate and in the manner prescribed by law.

Non-Payment and Suspension

In addition to any other rights granted to Alphatec herein, Alphatec reserves the right to suspend or terminate this Agreement and the Client’s access to the Service if the Client fails to make any payment due to Alphatec on or before the due date or is in material breach of the Agreement.

Interest at the rate of 1.5% per month (or the maximum permitted by law, whichever is less) will be charged by Alphatec on any outstanding balance plus all expenses of collection. The Client will continue to be charged for User licenses during any period of suspension.

Alphatec reserves the right to impose a reconnection fee in the event the Client is suspended and thereafter request access to the Service.

Renewal and Termination

The Agreement commences on the Effective Date. Upon the expiration of the Initial Term, the Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term. Subject to the terms of the paragraph below, either party may terminate the Agreement effective only upon the expiration of the then current license term, by notifying the other party in writing at least three (3) months prior to the date of the invoice for the following term.

The renewal monthly charge will be equal to the then-current number of users times the license fee in effect at the time of renewal.

Renewal invoices shall be produced and sent to the Client thirty days prior to the commencement date for the relevant term.

In the event this Agreement is terminated (other than by reason of the Client’s breach), Alphatec will make available to the Client a file of the Client Data within 30 days of termination if the Client so requests at the time of termination.

Alphatec may at its option terminate the Agreement on giving notice to the Client in the event that the Client commits a material breach of the Agreement (including, for the avoidance of doubt, the non-payment of any sums due to Alphatec in terms of the Agreement) or if the Client is insolvent and unable to pay the Client’s debts as they fall due or cease to trade. If Alphatec terminates the Agreement in terms of this paragraph it will be under no obligation to repay to the Client any advance payments which the Client has made.

Account Information and Data

Alphatec does not own any of the Client Data. The Client, not Alphatec, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and Alphatec shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.

In the event this Agreement is terminated (other than by reason of the Client’s breach), Alphatec will make available to the Client a file of the Client Data within 30 days of termination if the Client so requests at the time of termination.

Intellectual Property Ownership

Alphatec alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the TimeBox technology, the Site, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service.

This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Site, the Content, the Service, the TimeBox Technology or the intellectual property rights owned by Alphatec.

The TimeBox name and the TimeBox logo, are trademarks of Alphatec and no right or license is granted to use them.

Third Party Interactions

The Site may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Alphatec’s control, and Alphatec is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. The Client will need to make the Client’s own independent judgment regarding the Client’s interaction with these Linked Sites.

Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Alphatec will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof.

The Site, the Service and the Content are provided to the Client on an “as-is” basis.

The Client represents and warrants that the Client has not falsely identified itself nor provided any false information to gain access to the Service and that the Client’s billing information is correct. This Agreement sets out the full extent of Alphatec’s obligations and liabilities in respect of the provision of the Service. All other conditions, warranties and representations concerning the provision of the Service which might otherwise be implied in this Agreement are expressly excluded.

The Client agrees to indemnify and hold Alphatec, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including legal fees and expenses), made against Alphatec by any third party due to or arising out of or in connection with the Client’s use of the Site or the Client’s Data.

Limitation of Liability

Except where prohibited by law, in no event will Alphatec be liable to the Client for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits or other forms of economic loss, even if Alphatec has been advised of the possibility of such damages.

If, notwithstanding the other provisions of the Agreement, Alphatec is found to be liable to the Client for any damage or loss which arises out of or is in any way connected with the Client’s use of the Site or any Content, Alphatec’s liability shall in no event exceed the total of any subscription or similar fees with respect to any service or feature of or on the Site paid by the Client on or before the due date in the three months prior to the date of the initial claim made against Alphatec.

Internet Delays

The Service may be subject to limitations beyond the control of Alphatec. Alphatec is not responsible for any such limitations.

Modification to Terms

Alphatec reserves the right to modify these Terms and Conditions or its policies relating to the Service at any time, effective 30 days after notification to the Client. Continued use of the Service after any such notification shall constitute the Client’s consent to such changes.

Assignation

This Agreement may not be assigned by the Client without the prior written approval of Alphatec but may be assigned without the Client’s consent by Alphatec to (i) a member of the same group of companies as Alphatec, (ii) an acquirer of the assets of Alphatec, or (iii) a successor to Alphatec by merger.

Governing Law

The Client agree that all matters relating to the Client’s access to or use of the Site and/or arising from the Agreement, including all disputes, will be governed by the laws of Scotland and the Client agree to prorogate jurisdiction in all matters arising from the Agreement or the Client’s use of the Site to the Scottish courts.

Miscellaneous

If any provision of the Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any such provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Failure by Alphatec to enforce or exercise any of its rights shall not affect Alphatec’s rights or be deemed to be a waiver or forfeiture of such rights.

Alphatec actively and aggressively enforces its intellectual property rights to the fullest extent of the law. Alphatec works closely with the Business Software Alliance (BSA) and the Software Information Industry Association (SIIA) to combat software piracy worldwide.

Confidentiality

The Client will use the Site to store confidential data and information (“Data”). Alphatec will not view, share, distribute, print, or reference any such Data except as required by law or for specific technical support purposes.

Any information the Client provides will be treated in accordance with the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any implementing and/or amending legislation that may be adopted from time to time.

Information stored on the Site is used solely to provide the Service to the Client. Alphatec will at no time use this information for marketing or promotional purposes. Unless Alphatec is required to do so by law, email addresses and any Client Data will at no time be distributed or shared with third parties.

The Client accepts that it is responsible for maintaining the confidentiality and security of their user registration, account ID and password.