TrakAer IAQ Terms & Conditions
Please read these Terms and Conditions carefully before using the TrakAer IAQ services or platform. By purchasing, accessing, or using TrakAer IAQ, you agree to be bound by the terms set out below, which govern the supply of services and use of equipment provided by Alator Data Services Ltd (“Alator”).
Alator has developed and operates an indoor air quality (IAQ) monitoring solution designed to address environmental issues such as damp and mould in residential properties. It is contracted by housing providers to collect, analyse, and present environmental data, helping to maintain healthier living conditions for tenants. The system may also be used in commercial settings.
The Customer contracts with Alator for the Equipment and Services in accordance with the Quotation, Purchase Order and these Conditions.
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
“Account Coordinator” the authorised user within the Customer coordinating access rights;
“Agreed Purposes” sharing of personal data for the purposes of managing the performance of the Contract;
“Alator” Alator Data Services Ltd registered in Scotland with company number SC681332;
“Applicable Law(s)” means any statute, statutory instrument, order, regulation, rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body, industry code of conduct or guideline which relate to the Contract or the Services / Equipment;
“Authorised Users” those employees and independent contractors of the Customer who are authorised to use the Services and which may include tenants as required and agreed from time to time between Alator and the Customer;
“Business Day” a day other than a Saturday, Sunday or public holiday in Scotland, when banks in Edinburgh are open for business;
“Business Hours” the period from 9.00 am to 5.00 pm on any Business Day;
“Charges” the charges payable by the Customer for the supply of the Services in accordance with clause 5;
“Commencement Date” the date on which the Contract is formed;
“Conditions” these Conditions as amended from time to time in accordance with clause 13.5;
“Contract” has the meaning given in clause 2;
“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;
“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” as set out in the Data Protection Legislation;
“Customer” the person or firm who purchases Services from Alator;
“Customer Default” has the meaning set out in clause 4;
“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 and regulations made thereunder, the Privacy and Electronic Communications Regulations 2003, and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party;
“Deliverables” the data, information or documentation produced or arising from completion of the Services, as detailed in the Quotation;
“Domestic Law” the law of the United Kingdom or a part of the United Kingdom;
“EU GDPR” the General Data Protection Regulation ((EU) 2016/679);
“Equipment” the items of equipment listed in the Quotation;
“Force Majeure Event” has the meaning set out in clause 13.1;
“Permitted Recipients” the parties to the Contract, the employees of each party, and any third parties engaged to perform obligations in connection with the Contract;
“Platform” the TrakAer IAQ platform and all associated software, dashboard access, graphical interfaces, databases, functionality and services made available to the Customer by Alator in terms of this agreement, as such platform is amended, varied or substituted from time to time;
“Purchase Order” the Customer’s written order for the supply of Services and, where applicable, Equipment by Alator to the Customer in accordance with the terms of these Conditions and the Quotation;
“Quotation” Alator’s formal statement detailing the scope and costs of the proposed Services and Equipment supply relating to TrakAer IAQ, being an indoor air quality monitoring solution designed to address environmental issues such as damp and mould in residential or commercial properties;
“Services” the services, including the Deliverables and any access to the Platform or installation services as may be agreed, supplied by Alator to the Customer as specified in the Quotation;
“Subscription Term” has the meaning given in the Purchase Order, being an initial period as referenced and any subsequent renewal periods;
“UK GDPR” has the meaning given to it in section 3(10), as supplemented by section 205(4), of the Data Protection Act 2018.
1.2 Interpretation:
(a) Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Quotation constitutes an offer by Alator to provide Services and Equipment in accordance with these Conditions and the terms of the Quotation.
2.2 These Conditions shall be deemed to be accepted when the Customer:
(i) issues written acceptance of the Quotation; or
(ii) issues a Purchase Order after receipt of the Quotation and these Conditions,
at which point and on which date the contract shall be formed (the “Contract”).
2.3 The terms contained in the Quotation and these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing, whether contained in a Purchase Order or otherwise.
2.4 Any Quotation given by Alator is only valid for a period of 30 Business Days from its date of issue.
3. Supply of Services (including Deliverables and installation services) and the Platform / Dashboard
3.1 Alator shall supply the Services to the Customer in accordance with the Quotation or as otherwise subsequently agreed in writing by Alator in all material respects.
3.2 Alator shall use reasonable endeavours to meet any performance dates specified in the Quotation or as otherwise agreed between the parties. Any such performance dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Unless expressly stipulated otherwise in the Quotation, a Quotation shall be based on the performance of the Services during Business Hours and Business Days.
3.4 Alator reserves the right to amend the Quotation if necessary to comply with any Applicable Law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Alator shall notify the Customer in any such event.
3.5 Alator warrants to the Customer that the Services will be provided using reasonable care and skill.
3.6 Platform
(a) Alator shall during the Subscription Term provide the Services through the Platform on and subject to the terms of this agreement. Subject to payment of the fees for access to the Platform, Alator hereby grants to the Customer a non-exclusive, non-transferable right to permit the Account Coordinator and the Authorised Users to use the Services / Platform during the Subscription Term. Alator will, as part of the Services and at no additional cost to the Customer, provide the Customer with Alator’s standard customer support services during Business Hours in accordance with Alator’s support policy.
(b) If Alator agrees to provide additional services, the Customer shall pay Alator the relevant fees for such additional services. If such additional services are purchased part way through the Subscription Term or any renewal, such fees shall be pro-rated where relevant. Any bespoke consultancy services, including but not limited to bespoke reporting and platform customisation, will be charged at Alator’s then applicable hourly rate.
(c) The Platform shall be used by the Account Coordinator and Authorised Users and shall be accessed via the secure portal provided by Alator, hosted in the cloud by third-party providers, and shall be used and connected with in accordance with Part 2 and Part 3 of the Schedule. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Alator.
(d) The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer or any other third party unless agreed in writing.
(e) Alator’s undertaking at clause 3.5 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Alator’s instructions, or modification or alteration of the Services by any party other than Alator. If the Services do not conform with the foregoing undertaking, Alator will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 3.1. Notwithstanding the foregoing, Alator:
(i) does not warrant that the Customer's use of the Services will be uninterrupted or error-free, or that the Services, Equipment or information obtained by the Customer through the Services will meet the Customer's requirements; and
(ii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Alator will use reasonable efforts to mitigate any such matter identified in this paragraph.
(f) This agreement shall not prevent Alator from entering into similar agreements relating to the Platform with third parties.
4. Customer's Obligations
4.1 The Customer shall:
(a) ensure that the terms of the Purchase Order and any information provided otherwise are complete and accurate;
(b) co-operate with Alator in all matters relating to the Services and, in particular, ensure cooperation in the provision of installation services, where provided by Alator, by tenants and ensure tenants understand the importance of the Services / Equipment for monitoring their living conditions by duly notifying affected tenants;
(c) inform any tenants of the provision by Alator of certain Services to the Customer and ensure correct policies and procedures are in place for the collection, storage and processing of data;
(d) have a legal basis for the processing of the data relevant to the Services and ensure a robust data collection process is maintained in line with clause 6;
(e) provide Alator, its employees, agents, consultants and subcontractors, with access to the Customer's premises and other facilities as reasonably required by Alator and ensure tenants are informed of the provision of any installation services provided by Alator;
(f) at its own cost, provide Alator with site safety, scaffolding and lifting gear of industry standard and in accordance with the requirements specified by Alator in the Quotation or otherwise;
(g) provide suitable access and connection to internet, electricity, heating, lighting and water as required for carrying out the Services;
(h) provide Alator with such information, data and documentation as Alator may reasonably require in order to supply the Services, and ensure that such information and data are complete and accurate in all material respects to the extent required to allow for the provision of the Services;
(i) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(j) comply with Applicable Law, requirements of any relevant statutory and regulatory bodies, health and safety and security policies, and obey all of Alator’s lawful and reasonable directions;
(k) be solely responsible for procuring and maintaining its network connections from its systems to Alator’s cloud-based servers; and
(l) be responsible for maintaining the purchased sensors and gateways to ensure their proper functionality for provision of the Services, including handling the devices responsibly, and shall be liable for replacing or repairing any devices damaged due to accidental damage, misuse, vandalism, or improper handling by tenants or third parties.
4.2 The Customer acknowledges and agrees that Alator and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks, whether registered or unregistered, or any other rights or licences in respect of the Services.
4.3 Alator confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
4.4 If Alator's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
(a) without limiting or affecting any other right or remedy available to it, Alator shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Alator's performance of any of its obligations;
(b) Alator shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Alator's failure or delay to perform any of its obligations as set out in this clause 4.4; and
(c) the Customer shall reimburse Alator on written demand for any costs or losses sustained or incurred by Alator arising directly or indirectly from the Customer Default.
5. Charges and Payment
5.1 The Charges for the Services and Equipment shall be calculated as follows:
(a) the Charges shall be calculated in accordance with Alator's fee rates, as set out in the Quotation or as may be subsequently agreed in writing;
(b) Alator reserves the right to increase the fees set out in the Quotation to account for increased costs in supplying the Services on an annual basis. Alator shall notify the Customer in writing prior to commencing Services with such increased fees;
(c) Alator's fee rates for each individual are calculated on an hourly basis dependent on hours worked on Business Days, unless otherwise agreed by the parties in writing. Travel time will be charged at the normal hourly rate from Alator’s normal base unless otherwise agreed in writing;
(d) Alator shall be entitled to charge an overtime rate as detailed in the Quotation for any time worked by individuals whom it engages on the Services outside normal Business Days;
(e) Alator shall be entitled to charge the Customer for any expenses reasonably incurred by individuals whom Alator engages in connection with the Services, at cost plus an administration charge of 10%, including travelling expenses, hotel costs, subsistence, and any associated expenses, and for the cost of services provided by third parties and required by Alator for the performance of the Services, unless otherwise stipulated or agreed by the parties in writing.
5.2 Alator shall invoice the Customer:
(a) for the Services monthly in arrears or as per Quotation;
(b) for the Equipment on an upfront basis prior to delivery or as per Quotation;
noting that Alator may from time to time invoice at such other intervals as may be notified.
5.3 The Customer shall pay each invoice submitted by Alator:
(a) unless otherwise agreed by the parties in writing, within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by Alator, and time for payment shall be of the essence of the Contract.
5.4 All amounts payable by the Customer under the Contract are exclusive of value added tax chargeable from time to time, VAT, or any other government levies. Where any taxable supply for VAT purposes is made under the Quotation by Alator to the Customer, the Customer shall, on receipt of a valid VAT invoice from Alator, pay to Alator such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.5 If the Customer fails to make a payment due to Alator under the Contract by the due date, then, without limiting Alator's remedies under Clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
5.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law.
6. Data Protection
6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
6.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Alator is the Processor. Schedule 1 sets out the scope, nature and purpose of processing by Alator, the duration of the processing and the types of Personal Data and categories of Data Subject.
6.3 Without prejudice to the generality of clause 6.2, the Customer will ensure that it has considered the relevant privacy notices required to enable lawful transfer of Personal Data to Alator and/or lawful collection of Personal Data by Alator on behalf of the Customer for the duration and purposes of the Contract.
6.4 Without prejudice to the generality of clause 6.2, Alator shall, in relation to any Personal Data processed in connection with the performance of its obligations under the Contract:
(a) process that Personal Data only on the documented written instructions of the Customer, which are set out in Schedule 1, unless Alator is required by Domestic Law to otherwise process that Personal Data;
(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss, destruction or damage;
(c) ensure that all Alator personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) not transfer any Personal Data outside of the UK and EU unless the prior written consent of the Customer has been obtained and appropriate safeguards are in place;
(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 6 and allow for audits by the Customer or the Customer's designated auditor.
6.5 The Customer acknowledges and authorises Alator to use trusted technical providers and, where necessary, sub-processors in the delivery of the Services, subject to appropriate data-protection and security obligations.
6.6 Either party may, at any time on not less than 30 days' notice, revise this clause 6 by replacing it with any applicable controller-to-processor standard clauses or similar terms adopted under the Data Protection Legislation.
7. Limitation of Liability
7.1 Alator has obtained insurance cover in respect of:
(a) public liability not exceeding £5,000,000 for any one claim;
(b) products liability not exceeding £5,000,000 for any one claim and in the aggregate;
(c) employers’ liability not exceeding £10,000,000 for any one claim;
(d) employers’ liability not exceeding £5,000,000 for any one claim in respect of offshore work, terrorism and asbestos; and
(e) professional indemnity not exceeding £2,000,000 for any one claim.
The limits and exclusions in this clause reflect the insurance cover Alator has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
7.2 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, delict including negligence, misrepresentation, restitution or otherwise.
7.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
7.4 Nothing in this clause 7 shall limit the Customer's payment obligations under the Contract.
7.5 Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.
7.6 Subject to clause 7.3 and clause 7.5, Alator's total liability to the Customer arising under or in connection with the Contract, whether in contract, delict including negligence, breach of statutory duty, or otherwise, shall not exceed the amount of Alator’s Charges for the provision of the Services, except as expressly provided in these Conditions.
7.7 Subject to clause 7.3, clause 7.4 and clause 7.5, Alator shall not be liable for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, or indirect or consequential loss.
7.8 Alator has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.9 Unless the Customer notifies Alator that it intends to make a claim in respect of an event within the notice period, Alator shall have no liability for that event. The notice period shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7.10 This clause 7 shall survive termination of the Contract.
8. Equipment Sale and Installation
8.1 Alator shall ensure that each delivery of the Equipment is accompanied by a delivery note showing the date of the Purchase Order, the type and quantity of the Equipment.
8.2 Alator shall deliver the Equipment to the location set out in the Purchase Order or such other location as the parties may agree. Delivery is completed on unloading of the Equipment at the delivery location. Risk in the Equipment shall pass to the Customer on completion of delivery.
8.3 Any dates quoted for delivery are approximate only, and time of delivery is not of the essence. Alator shall not be liable for any delay in delivery caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions or any other instructions relevant to the supply of the Equipment.
8.4 Alator shall have no liability for any failure to deliver the Equipment to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide adequate instructions.
8.5 If the Customer fails to accept delivery of the Equipment within three Business Days of Alator or its courier notifying the Customer that the Equipment is ready, delivery shall be deemed completed at 9.00 am on the third Business Day after notification, and Alator or its courier may store the Equipment and charge the Customer for all related costs and expenses, including insurance.
8.6 Alator may deliver the Equipment by instalments and may use Royal Mail, couriers, delivery agents or Alator’s own vehicles. Deliveries can only be made to addresses in mainland United Kingdom unless otherwise agreed in writing.
8.7 Alator may suspend the supply of a product to deal with technical problems, make minor technical changes, update the product to reflect changes in relevant laws or regulatory requirements, or make changes to the product.
8.8 Title to the Equipment shall not pass to the Customer until Alator receives payment in full in cleared funds for the Equipment and any other goods supplied to the Customer in respect of which payment has become due.
8.9 Until title to the Equipment has passed to the Customer, the Customer shall store the Equipment separately, ensure it remains identifiable as Alator’s property, not remove or obscure identifying marks or packaging, maintain the Equipment in satisfactory condition, and keep it insured against all risks for its full price from the date of delivery.
8.10 Alator may, by giving notice to the Customer at any time before delivery, increase the price of the Equipment to reflect any increase in cost due to factors beyond Alator’s control, Customer-requested changes, or delays caused by Customer instructions or failure to provide adequate information.
8.11 The price of the Equipment and/or Services shall be the price set out in the Quotation. Unless otherwise stated, prices exclude VAT, packaging, delivery and insurance costs.
8.12 Time for payment shall be of the essence of the Contract. If the Customer fails to make payment by the due date, Alator may charge interest in accordance with clause 5.5.
9. Delivery of Equipment
9.1 Where the Equipment is to be delivered overseas, the Customer shall at its own cost be responsible for obtaining any import permits or licences required for delivery of the Equipment.
9.2 The Equipment shall be deemed in good condition, complete and fit for the purpose for which it is intended unless written notice is received by Alator within 48 hours of delivery.
9.3 The Customer shall only handle and unload the Equipment with prior instruction from Alator. The Customer shall ensure proper manual handling practice is followed at all times and that relevant staff are trained in the use of lifting and unloading equipment.
9.4 To facilitate delivery and installation, the Customer shall at its own expense provide all requisite facilities to enable delivery and installation to be carried out safely and expeditiously.
10. Equipment Warranty
10.1 Alator warrants that on delivery, and for a period of 12 months from the date of delivery, the Equipment shall conform with its description in the Quotation, be free from material defects in design, material and workmanship, and be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
10.2 Subject to clause 10.3, if the Customer gives written notice during the warranty period within a reasonable time of discovery that the Equipment does not comply with the warranty, Alator is given a reasonable opportunity of examining the Equipment, and the Customer returns the Equipment if requested, Alator shall, at its option, repair or replace the defective Equipment, or refund the price of the defective Equipment in full.
10.3 Alator shall not be liable for the Equipment’s failure to comply with the warranty if the Customer makes further use of the Equipment after giving notice, fails to follow Alator’s instructions, alters or repairs the Equipment without written consent, or where the defect arises from fair wear and tear, wilful damage, negligence, abnormal storage or working conditions, or changes required to comply with statutory or regulatory requirements.
10.4 Except as provided in this clause 10, Alator shall have no liability to the Customer in respect of the Equipment’s failure to comply with the warranty.
10.5 These Conditions shall apply to any repaired or replacement Equipment supplied by Alator.
11. Termination
11.1 Without affecting any other right or remedy available to it, if the duration of the Contract is not specified, Alator shall be entitled to terminate the Contract by giving the other party thirty days’ written notice.
11.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and, if such breach is remediable, fails to remedy that breach within 30 days of being notified in writing to do so;
(b) the other party takes any step or action in connection with entering administration, provisional liquidation, any composition or arrangement with creditors, being wound up, having a receiver appointed, ceasing to carry on business, or any analogous procedure in another jurisdiction;
(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that, in the terminating party's opinion, the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.3 Without affecting any other right or remedy available to it, Alator may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment, or there is a change of control of the Customer.
11.4 Without affecting any other right or remedy available to it, Alator may suspend the supply of Services under the Contract or any other contract between the Customer and Alator if the Customer fails to pay any amount due, becomes subject to any of the events listed in clause 11.2, or Alator reasonably believes that the Customer is about to become subject to any of them.
12. Consequences of Termination
12.1 On termination or expiry of the Contract:
(a) the Customer shall immediately pay to Alator all outstanding unpaid invoices and interest;
(b) the Customer shall return any Deliverables which have not been fully paid for;
(c) the Customer shall ensure Alator is provided with full access to the Customer’s premises as reasonably required to take possession of, uninstall and return any Equipment to Alator’s premises, as appropriate; and
(d) the Customer shall provide Alator, its employees, agents, consultants and subcontractors with access to the Customer's premises and other facilities as reasonably required by Alator.
12.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination or expiry.
12.3 Any provision of the Contract intended to continue in force on or after termination or expiry shall remain in full force and effect.
13. General
13.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.
13.2 Assignation and other dealings. Alator may assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign or transfer its rights and obligations without Alator’s prior written consent.
13.3 Confidentiality. Each party undertakes that it shall not disclose confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as required to perform the Contract or as required by law.
13.4 Entire agreement. The Quotation, these Conditions and the Purchase Order constitute the entire agreement between the parties and supersede all previous agreements, promises, assurances, warranties, representations and understandings between them.
13.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties or their authorised representatives.
13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but the validity and enforceability of the rest of this agreement shall not be affected.
13.8 Notices. Any notice or communication under the Contract shall be in writing and delivered by hand, post, courier or email to the address specified in the Quotation.
13.9 Third party rights. Unless expressly stated otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Contract.
13.10 Governing law. This Agreement is governed by and interpreted in accordance with Scots law. The parties agree to submit to the exclusive jurisdiction of the Scottish Courts in relation to any claim or matter arising under this Agreement.
THIS IS THE SCHEDULE TO THE FOREGOING TERMS BETWEEN ALATOR AND THE CUSTOMER
PART 1 – DATA PROTECTION
The Customer shall own all right, title and interest in and to all customer data in the Platform (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy, sufficiency and quality of the Customer Data.
Alator shall follow its archiving procedures for Customer Data as set out in its Information Security Policy as may be notified to the Customer from time to time, as such document may be amended by Alator in its sole discretion from time to time.
In the event of any loss of, damage to, or corruption of Customer Data, the Customer's sole and exclusive remedy shall be for Alator to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up maintained by Alator.
The Customer acknowledges that Alator shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, except those third parties sub-contracted by Alator to perform services related to Customer Data maintenance and back-up, subject to the other provisions of this agreement.
Both parties will comply with all applicable requirements of the Data Protection Legislation and Alator shall maintain a Data Protection Policy.
The Customer shall establish processes with Alator to ensure that, as the Customer’s legal obligation, data protection and privacy documentation is provided and agreed where required, including where Alator engages directly with a data subject on behalf of the Customer in relation to installation services or environmental monitoring.
The parties acknowledge that, for the purposes of Data Protection Legislation, the Customer is the Controller and Alator is the Processor. The scope, nature and purpose of processing, the duration of processing, and the types of personal data and categories of data subject are set out below:
Scope: The collection and processing of data relating to tenants’ or residents’ living accommodation provided by the Customer, and communication between Alator and the Customer in pursuit of the Purpose below.
Nature: Customer use of the Services to monitor the condition of its properties using environmental sensors and to support housing management decisions.
Purpose: To monitor and analyse the Customer’s property estate using the Equipment to identify and mitigate issues relating to damp, mould and air quality, and to support the Customer’s compliance with housing standards and legal obligations, including those arising under Awaab’s Law.
Duration: For the period of this Agreement.
Types of Personal Data: Contact information such as name, email address, mailing address, phone number and other contact information as provided by the Data Subject and/or Customer. From time to time, certain health data may be provided in so far as it relates to the Services. Case notes or records may occasionally contain references to tenants by name; however, Alator discourages inclusion of personal identifiers wherever possible and implements measures to minimise such data.
Lawful Basis: Processing of personal data is undertaken under Article 6(1)(f) UK GDPR – legitimate interests of the Customer in maintaining safe and habitable housing. Processing of special category data is undertaken under Article 9(2)(g) UK GDPR and Schedule 1, Part 2, paragraph 6 of the Data Protection Act 2018 – substantial public interest in safeguarding health and ensuring suitable housing conditions.
Categories of Data Subjects: Tenants or residents and, for the purposes of fulfilling the Contract, employees, officers, contractors and consultants of the Customer.
The Customer shall have in place a suitable privacy policy and all necessary privacy notices to enable lawful transfer of personal data to Alator for the duration and purposes of this Agreement.
The Customer acknowledges and authorises Alator to use certain trusted technical providers and, where necessary, sub-processors in the delivery of the Services. These currently include:
• Hubit Ltd (United Kingdom) – secure hosting, dashboard and platform support.
• ChirpStack – LoRaWAN network server and device connectivity management.
• Ubidots Inc. (United States) – IoT data platform and device management.
• Sidlaw Facilities Services Ltd (United Kingdom) – professional installation of sensors and gateways at Customer properties.
Alator may update this list from time to time, provided that any new sub-processor or contractor is subject to equivalent data-protection and security obligations, and the Customer is notified in advance and may object on reasonable data-protection grounds. Alator remains responsible for the acts and omissions of its sub-processors and authorised contractors.
Where any processing takes place outside the UK or EEA, Alator will ensure that appropriate transfer safeguards are in place, such as the UK International Data Transfer Agreement or Standard Contractual Clauses, and will provide evidence of such safeguards upon request.
Alator will notify the Customer without undue delay, and in any case within 48 hours, of becoming aware of a personal-data breach affecting the Services and will provide the Customer with information necessary to meet its obligations under data-protection law.
PART 2 – API TERMS RE ALATOR PLATFORM
THIS DOCUMENT SETS OUT THE TERMS OF SERVICE OF THE ALATOR APPLICATION PROGRAMMING INTERFACES (THE “APIs”) WHICH CAN BE ACCESSED BY LEGAL ENTITIES FOLLOWING A SUCCESSFUL APPLICATION TO ALATOR BY THE CUSTOMER.
"YOU" OR "YOUR" SHALL MEAN SUCH CORPORATE OR BUSINESS LEGAL ENTITY AS IS USING THE API.
You accept responsibility for the selection of the Alator APIs to achieve certain results and acknowledge that the Alator APIs have not been developed to meet your specific individual requirements. Your use of the Alator APIs is at your own risk and you will be solely responsible for any damage that may result from said use, including but not limited to any damage to your computer system or data loss.
Alator cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of access to data. Alator does not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any end-user data, communications or personal settings. Your access to and use of the Alator APIs may be interrupted from time to time for several reasons, including malfunction of equipment, periodic updating, maintenance or repair of the Alator APIs, or other actions that Alator may elect to take.
The Alator APIs are provided on an “as is” and “as available” basis and with no warranty, either express or implied, and Alator disclaims any conditions of satisfactory quality and fitness for a particular purpose. Without limitation, Alator specifically denies any implied or express representation that the Alator APIs will be fit:
a) to operate in conjunction with any hardware items or software products other than those identified by Alator as compatible; or
b) to operate uninterrupted or error-free, free of inaccuracies, wholly reliably, or to reliably integrate with your platform.
Alator does not warrant or guarantee that it will be able to rectify all defects, nor that any defect which does not materially affect your operations using the Alator APIs will be corrected before the issue of the next new release.
Any unauthorised modifications, use or improper installation of the Alator APIs by, or on behalf of, the Customer shall render all Alator warranties and obligations under this agreement null and void.
Alator does not represent, warrant or guarantee that content available through the service is free of infection, virus or other code that may be disruptive or damaging.
Alator welcomes feedback on the Alator APIs and may attempt, but is under no obligation, to correct errors or inaccuracies or enable interaction with your platform.
PART 3 – ACCEPTABLE USE POLICY RE PLATFORM / SERVICES
You may use our Services only for lawful purposes. You may not use our Services:
• In any way that breaches any applicable local, national or international law or regulation.
• In any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm minors in any way.
• To bully, insult, intimidate or humiliate any person.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation, including spam.
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
• Not to reproduce, duplicate, copy or re-sell any part of our site or Services.
• Not to access without authority, interfere with, damage or disrupt any part of our Services, Platform or site; any equipment or network on which our site is stored; any software used in the provision of our site; or any equipment, network or software owned or used by any third party.
