Terms and Conditions

1 INTRODUCTION
1.1 Welcome to Purlos. These Terms govern the use of the Services we provide to you. We recommend that you print or save a copy of these Terms for future reference.

1.2 If you have any queries regarding these Terms, please contact us using the details located at www.purlos.com.

1.3 To make these Terms easier to read, we use a few definitions which are set out in the Annex (Definitions).

1.4 Each section of these Terms below begins with a highlighted text which summarises the key terms in that section. This text provides an informal summary and does not form part of the agreement between us.

2 CONTRACTING WITH US
The agreement between us is made up of these terms and an order form which we’ll ask you to submit to us. If these documents ever contradict each other, we’ll rely on the form to resolve this.
2.1 If you would like us to provide the Services to you, we and you need to first enter into an Order Form. Each Order Form is an offer by you to purchase the Services from us in accordance with these Terms. The Order Form will be treated as accepted by us on the earlier of: (a) us issuing our written acceptance of the Order Form to you; or (b) any act by us consistent with fulfilling the Order Form, at which point and on which date a contract will come into existence which will be governed by these Terms.

2.2 In the event of a conflict between any term of an Order Form and these Terms, the Order Form will prevail.

3 OUR OBLIGATIONS TO YOU
We’ll use skill and care to provide the services as they’ve been described to you and may provide service updates from to time. As you would expect for any service delivered online, we cannot guarantee the services will always be available or free of errors.
3.1 We will provide access and use of the Platform to your Users during the Term for the purpose of receiving the Services and promoting the Services to Users. 

3.2 We promise that the Services will be performed substantially in accordance with the documentation provided to you and with reasonable skill and care. This promise will not apply to the extent of any non-conformance which is caused by use of the Platform or Services contrary to our instructions or the documentation or by the modification or alteration of the Platform or Services by any person other than Purlos or our duly authorised contractors or agents. If the Services do not conform with this promise, we will use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of this clause 3.2.  

3.3 We: (i) do not make any promises that your use of the Platform and Services will be uninterrupted or error-free or that the Platform and Services will be free from viruses, malware or similar harmful programming routines or content; and (ii) are 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, and you acknowledge that the Platform, Services and any associated documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.4 We may provide, when and if generally available, updates, enhancements or modifications to the then-current, general release version of the Platform that is not separately priced or licensed as new products.

3.5 All other conditions, promises. warranties or other terms which might have effect between the Parties or be implied or incorporated, whether by statute, common law or otherwise, are hereby excluded.

4 ACCESSING AND USING OUR SERVICES
You can use our services in the ways allowed under these terms but there are a few ‘do’s and don’ts’ that we’ll ask you to follow. If we provide you with trial access then not all of our obligations will apply.
4.1 You may access and use of the Platform and Services under these Terms but only if you agree not to (and agree not to permit any third party to):

a) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Platform in whole or in part;

b) access, store, distribute or transmit any viruses, malware or similar harmful programming routines or content, or any material during the course of your use of the Platform that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, (ii) facilitates illegal activity, (iii) depicts sexually explicit images, (iv) promotes unlawful violence, (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or (vi) is otherwise illegal or causes damage or injury to any person or property and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause; 

c) access all or any part of the Platform or Services in order to build a product or service which competes with the Platform or Services;

d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform or Services available to any third party (except the Users), nor use the Platform or Services to provide services to third parties;

e) attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Services, other than as provided under these Terms; and

f) allow any unauthorised access to, or use of, the Platform and any associated documentation and, in the event of any such unauthorised access or use, you agree to promptly notify us.

4.2 You agree that our designated auditor will be entitled to inspect your systems and records to ensure your compliance with these Terms at any time by giving reasonable advance notice to you in writing 

4.3 If we agree to allow you to use the Platform on a trial basis, you may use the Platform and any associated documentation in accordance with these Terms for a period permitted by us (“Trial”). The promises set out in clause 5.1 will not apply in respect of any Trial. Trials are permitted solely to enable you to determine whether to purchase the Services. Trials may not include all functionality and features accessible as part of a paid Service. If you do not purchase the Services, your right to access and use the Platform and associated documentation will terminate at the end of the Trial. We have the right to terminate a Trial on giving written notice to you.

5 YOUR RESPONSIBILITIES
We may need your assistance in relation to the services and there are a few areas over which we’ll need you to take responsibility to make sure our services work effectively and safely.
5.1 You will:

a) provide us with:

i) all necessary and timely co-operation in order for us to provide the Services; and

ii) all necessary and timely access to such information as we may require in order to provide the Platform and Services (including amending or adding to the list of ‘FAQs’ provided by you to us in order for us to perform the Services);

b) be responsible for backing up the Customer Data and User Personal Data and keeping copies for your own records, as you deem necessary;

c) keep, and procure that your personnel keep, your account and log in details (including usernames and passwords) confidential and not disclose them to anyone other than the registered user, and you will not permit your personnel to share log in details;

d) have in place and maintain throughout the Term an appropriate safeguarding policy and procedure and an appropriate contact to which we can refer any concerns we may have about Users of which we become aware during the provision of the Services; 

e) carry out your responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays caused by you, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

f) comply with all applicable laws and regulations with respect to your activities under these Terms and your use of the Platform and Services;

g) comply with the terms and conditions of any third party services, including WhatsApp, that we use to provide the Services or that are incorporated or accessible from the Platform (“Third Party Services”) and that we notify to you from time to time, including via our website at https://www.purlos.com

h) obtain and will maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms other than as expressly set out in these Terms. In particular you will ensure that you have obtained consent and/or provided individuals with an opportunity to object (as applicable) under the PECRs where applicable; 

i) ensure that your network and systems comply with the relevant specifications provided by us from time to time;

j) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; 

k) ensure that you implement and maintain at all times appropriate and effective safeguarding measures in relation to the physical and mental health of Users in accordance with best practice. You acknowledge and agree that the Services do not encompass counselling or any other mental health wellbeing services and we are not responsible, nor liable to you, for any actions Users take when or after engaging with the Services; and

l) be solely responsible for the selection of the Platform and Services to achieve your intended results and acknowledge that the Platform has not been developed to meet your individual requirements.

6 DATA PROTECTION
We take our obligations under privacy laws seriously. As we process personal data on your behalf, we’ve included the mandatory terms required under these laws. These include details of our processing activities which we’ve presented in a table for ease of reference.

6.1 We and you agree to both comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, either your or our obligations or rights under Data Protection Legislation. 

6.2 We and you acknowledge that for the purposes of the Data Protection Legislation, you are the Controller and we are the Processor of our processing of the User Personal Data. You acknowledge and agree that you are solely responsible for determining the lawful basis and purpose of our processing of User Personal Data, including whether messages are sent for marketing purposes or as service messages.

6.3 You will ensure that you have all necessary and appropriate consents, or other lawful basis, and notices in place to enable the lawful transfer of the User Personal Data to us and/or lawful collection of the User Personal Data by us on your behalf for the duration of the Term and purposes set out at clause 6.1.

6.4 We will, in relation to any User Personal Data processed in connection with the performance of our obligations under these Terms: (i) process that User Personal Data only on your documented written instructions and for the specific purpose as agreed in writing with you. You may give further instructions regarding data processing, throughout the Term, but such instructions will always be documented; (ii) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of User Personal Data and against accidental loss or destruction of, or damage to, User Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, and having regard to the state of technological development and the cost of implementing any measures; (iii) ensure that all personnel who have access to and/or process User Personal Data are obliged to keep the User Personal Data confidential; (iv) not transfer any User Personal Data outside of the European Economic Area and the UK unless we have in place appropriate safeguards required under Data Protection Legislation; (v) assist you, at your cost, in responding to any request from a User and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (vi) notify you without undue delay on becoming aware of a Personal Data Breach affecting the User Personal Data; (vii) at your written direction, delete or return the User Personal Data and copies thereof to you on termination of the Order Form unless we are required by applicable law to store the User Personal Data; (viii) provide inform, at your written request information to demonstrate our compliance with this clause 6.4 and allow for audits (not more than once per year, on a reasonable basis and provided reasonable notice is given and at your sole cost) by you or your designated auditor; and (ix) promptly inform you if, in our opinion, an instruction infringes the Data Protection Legislation.  

6.5 You give your general written authorisation to us to appoint third-party Processors to process your User Personal Data. We confirm that we have entered or (as the case may be) will enter with our third-party Processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 6. As between the Parties, we will remain fully liable for all acts or omissions of any third-party Processor appointed by us under this clause 6.5.

6.6 We 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 forming part of an applicable certification scheme (which will apply when documented in writing and signed by the Parties).

6.7 You will be solely responsible for the legality, reliability, integrity, accuracy and quality of the Customer Data and User Personal Data.

6.8 You will be liable for and will fully indemnify us for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by you or your personnel of Data Protection Legislation and you will maintain in force full and comprehensive insurance policies to cover such liability.

6.9 A description of our processing of User Personal Data is as follows:

Subject matter and nature of processing: To provide the Platform and the Services, which may involve the collection, recording, storage, retrieval, consultation, use, erasure and destruction of User Personal Data.
Purpose of processing 
To respond to messages from Users on behalf of the Customer using a pre-determined set of answers and responses, such responses either being automated or by Purlos personnel.

If we reasonably believe that a Users’ dialogue raises concerns from a welfare perspective, we will notify the Customer.

Duration of Processing The Term
Types of Personal Data Name, telephone number and User messages
Categories of Data Subject Users 
Your rights/obligations as a Controller As set out in these Terms and Data Protection Legislation 
7 CHARGES AND PAYMENT
Our charges, which are not refundable in most cases, are set out in the order form and we ask you to settle our invoices within 30 days. If we ever change our prices, we’ll always make sure we give you plenty of notice.
7.1 You will pay to us the Price in accordance with the payment and invoicing terms set out in the Order Form. If no such terms are stated, you will pay our invoice within 30 days of the date of the invoice. 

7.2 If we have not received payment by the due date, without affecting any of our other rights and remedies, we may without liability to you, disable your password, account and access to all or part of the Platform and we will be under no obligation to provide access to any or all of the Platform or provide the Services while the invoice(s) concerned remain unpaid.

7.3 You will reimburse us for all fees and expenses, including reasonable legal fees we incur to collect, or attempt to collect, amounts owed by you to us.

7.4 The Price:

a) will be payable in the currency stated on our invoice; 

b) is, subject to clause 10.2, non-cancellable and non-refundable;

c) excludes: (i) amounts in respect of value added tax or other similar tax, which you will additionally be liable to pay to us at the prevailing rate; and (ii) any local sales, use and excise taxes that may apply, for which you will be solely responsible.

7.5 We are entitled to increase the Price at the start of each Renewal Period by up to and including 15% increase without any notice. We will be giving you at least 90 days’ prior written notice if the increase is above 15%. If you do not agree to the increase that will take effect you may terminate the Order Form on 60 days’ written notice to us prior to the end of the Initial Term or applicable Renewal Period (as applicable) in which case the Order Form will terminate on the expiry of the applicable Initial Term or Renewal Period (as applicable).

8 INTELLECTUAL PROPERTY RIGHTS
The intellectual property in our services and platform is ours but we do not take ownership of any rights in your users’ personal details or messages, which remain yours. We keep feedback, service usage and other anonymised data to improve our services and for other business purposes. 
8.1 You retain ownership of all Intellectual Property Rights in any Customer Data and User Personal Data at all times.

8.2 You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Platform, the Services and any associated documentation and, to the extent it does not automatically vest in you, the Service Data. Except as expressly stated in these Terms, these Terms do not grant you any rights to, under or in, any such Intellectual Property Rights.

8.3 You will display, and not remove or alter, any proprietary notices from or incorporated within the Platform, the Services and any associated documentation without our prior written consent. 

8.4 You give to us:

a) subject to (b) below, a non-exclusive, royalty free licence for the Term to any Customer Data and User Personal Data, and materials and documentation that you provide to us in order for us to provide the Services and give you access to the Platform; and

b) to the extent you have any proprietary interest in the Service Data, a non-exclusive, royalty free, perpetual licence (which survives termination of the agreement between us) to use the Service Data for any purposes we determine in our sole discretion. 

8.5 If you suggest any new features, functionality or performance for the Platform, the Services and/or associated documentation, all Intellectual Property Rights that may subsequently arise and may be incorporated into the Platform and/or Services will be our sole and exclusive property, and we have all rights to use and incorporate such suggestions, and all such suggestions will be free from any confidentiality restrictions that might otherwise be imposed on us.  

9 CONFIDENTIALITY
We recognise we may receive commercial and other sensitive information about each other as part of our business relationship. We each promise to keep this information confidential and to destroy it once our agreement ends.
9.1 Each Party acknowledges that it may, in the course of performing its obligations under these Terms, receive the other Party’s Confidential Information. The Parties agree to hold all such Confidential Information in strict confidence and not to disclose the same to third parties or to use such Confidential Information for any purpose whatsoever other than the fulfilment of their obligations under these Terms. This provision will survive termination of the Agreement.

9.2 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.4, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

9.3 After termination or expiration of an Order Form, you will return to us or destroy any Confidential Information received during the Term.

10 INDEMNITY
We promise to reimburse you if you use our services in a way that is permitted by these terms but results in a third party making a successful claim against you for infringing certain of their intellectual property rights. You promise to provide us with similar protection, including where we suffer a loss because you do something wrong. 
10.1 We will defend you against any claim that your use of the Platform, Services and/or associated documentation in accordance with these Terms (but excluding any Intellectual Property Rights in or relating to any Third Party Services) infringes any United Kingdom patent effective as of the Order Date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that:

a) we are given prompt written notice of any such claim;

b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and

c) we are given sole authority to defend or settle the claim.

10.2 In the defence or settlement of any claim, we may procure the right for you to continue using the Platform, the Services and/or any associated documentation, replace or modify the Platform, Services and/or any associated documentation so that they become non-infringing or, if such remedies are not reasonably available, terminate the Order Form immediately notice to you and you will be entitled to recover from us the portion of the prepaid Price from the date of termination of the Order Form until the end of the Initial Term or Renewal Period (as applicable). 

10.3 In no event will we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

a) a modification of the Platform, the Services and/or any associated documentation by anyone other than us; or

b) your use of the Platform, the Services and/or any associated documentation in a manner contrary to the instructions given to you by us; or

c) your use of the Platform, the Services and/or any associated documentation after notice of the alleged or actual infringement from us or any appropriate authority.

10.3 You will indemnify, defend and hold us harmless from and against, and in respect to, any and all losses, expenses, costs, obligations, liabilities and damages, including interest, penalties and reasonable legal fees and expenses, that we may incur as a result of our use of any Customer Data or your use of the Platform, the Services and/or any associated documentation, your negligent or wilful act or omission or that of your agents, third party suppliers or personnel, or your failure to perform any of your obligations, representations, promises or warranties under these Terms.

10.4 This clause 10 states your sole and exclusive rights and remedies, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11 OUR LIABILITY TO YOU
If you bring a claim against us under our agreement, there are certain liabilities which cannot be claimed as they are limited or excluded. However, certain liabilities cannot be excluded by law and we will remain fully liable to you in relation to these.
11.1 Except as expressly and specifically provided in these Terms:

a) you assume sole responsibility for results obtained from your use of the Platform, the Services and associated documentation, and for conclusions drawn from such use. We will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction; and

b) the Platform, the Services and associated documentation are provided to you on an “as is” basis.

11.2 Nothing in these Terms excludes our liability: 

a) for death or personal injury caused by our negligence; 

b) for fraud or fraudulent misrepresentation; or

c) any other liability which may not be excluded by law.

11.3 Subject to clause 11.1 and clause 11.2:

a) we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case, whether direct or indirect), or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; 

b) we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for not drawing your attention to any particular dialogue with a User; 

c) we will not be responsible for any death or personal injury to any person that is not caused by our negligence; and

d) our total aggregate liability in contract (including in respect of our obligations under clause 10.4), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms will be limited to an amount equal to the fees payable by you in the six (6) months prior to the date of your claim.

12 THE DURATION OF OUR AGREEMENT
The term of our agreement with you renews automatically until you tell us you’d like it to end. Each of us can end our agreement if the other does something wrong or becomes insolvent.
12.1 The agreement between us, incorporating these Terms and the Order Form, will continue for the Initial Term, after which the agreement will automatically renew for successive Renewal Periods with the same contract length as the last applicable Order Form (unless otherwise stated in the Order Form) unless:

a) either Party notifies the other Party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case the agreement will terminate on the expiry of the applicable Initial Term or Renewal Period; or

b) the agreement is otherwise terminated in accordance with these Terms. 

12.2 Without affecting any other right or remedy available to it, either Party may terminate an Order Form by giving written notice to the other Party if:

a) the other Party fails to pay any amount due under an Order Form on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

b) the other Party commits a material breach of any other term of these Terms or the Order Form and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

c) the other Party enters into liquidation, whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other Party), or compounds with or makes any arrangements with its creditors or makes a general assignment for the benefit of its creditors, or has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.

12.3 On termination of an Order Form for any reason:

a) all licences and rights granted to you under these Terms will immediately terminate and you will immediately cease all use of the Platform, the Services and associated documentation;

b) you agree to extract any and all Customer Data and User Personal Data from the Platform within 30 days from the effective date of termination, at which point we will destroy or otherwise dispose of any of the Customer Data and User Personal Data in our possession;

c) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination will not be affected or prejudiced; and

d) any provision of these Terms which expressly or implication is intended to come into force on or after termination of an Order Form will remain in full force and effect.

12.4.1 If an Order Form, invoice, or purchase order expressly sets out a break clause (including the applicable break point), either Party may terminate the agreement early by providing the other Party with no less than 60 days’ prior written notice before that break point.

12.4.2 If such notice is not received within the required timeframe, the break clause shall be deemed waived, and the agreement shall continue in full force and effect until the end of the Initial Term or any applicable Renewal Period. The Customer shall remain liable for all applicable Fees due for the remainder of the full contract term.

12.4.3 This clause 12.4 applies only where a break clause has been expressly agreed in writing in the Order Form, invoice, or purchase order. If no such clause is included, the standard termination provisions under clause 12.1 apply.

12.4.4 This clause is without prejudice to, and operates in addition to, the other termination and renewal provisions set out in this Agreement.

13 MARKETING
13.1. You shall allow Purlos to use your name, brand names and related logos in marketing presentations to Purlos’s current and prospective clients, and in other Purlos marketing materials and to name you as a client of Purlos. If Purlos wishes to create any written or visual marketing materials such as case studies, or to discuss similar detailed information about your relationship with Purlos, in each case, at any public marketing events or to otherwise publish the same, Purlos shall provide copies of the proposed materials for publication for your consent (such consent not to be unreasonably withheld or delayed).

14 OTHER IMPORTANT TERMS
We’ve included boilerplate clauses that set out the ‘ground rules’ and other basic terms to help with the formation, interpretation and enforcement of our agreement. In particular, we agree that we’ll use English law to interpret this agreement and we’ll deal with any disputes through the English courts.
14.1 Interpretation. The following rules of interpretation apply in these Terms:

a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
b) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
c) Headings used in these Terms are provided for convenience only and are not be used to construe meaning or intent.
14.2 No partnership or agency. Nothing in these Terms constitutes, establishes or implies any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.

14.3 Variation. No variation of these Terms or an Order Form will be effective unless it is in writing and signed by the Parties (or their authorised representatives). These Terms apply to the contract between us to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

14.4 Waiver. If you breach these Terms or terms of any Order Form and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms or terms of that Order Form again.

14.5 No third party rights. These Terms and the Order Form do not confer any rights on any person or party (other than the Parties to this agreement and, where applicable, their successors and permitted assigns) under the Contracts (Rights of Third Parties) Act 1999.

14.6 Severance. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted, the Parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.7 Entire agreement. The Order Form and these Terms constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You acknowledge that in entering into the agreement with us you do not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Order Form of these Terms.

14.8 Assignment. You will not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

14.9 Notices.

a) Any notice required to be given will be in writing and will be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in the Order Form, or such other address as may have been notified by that Party for such purposes.
b) A notice delivered by hand will be deemed to have been received when delivered. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received at 9.00 am on the second Business Day after posting.
c) Any notice of claim by you against us arising from these Terms will be given to us within 6 months of the date of the event giving rise to that claim. Such claim (and any future claims in connection with that event and any related causes of action) will be deemed irrevocably withdrawn and lapsed unless proceedings in respect of that claim have been issued and served on us not later than 30 Business Days from the date of that notice.
14.10 Force Majeure. Neither Party will have liability to the other Party if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, provided that the other Party is notified of such an event and its expected duration. In such circumstances the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 2 months, the Party not affected may terminate the Order Form by giving 30 days’ written notice to the affected Party.

14.11 Governing law and jurisdiction. These Terms and each Order Form (and any dispute or claim arising out of or in connection with them or their subject matter or formation) will be governed by and construed in accordance with English law and the Parties hereby submit to the exclusive jurisdiction of the English courts.

PURLOS TERMS AND CONDITIONS OF SERVICE ANNEX: DEFINITIONS
The following expressions have the following definitions when used in our Terms and Conditions of Service:

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a Party or its representatives to the other Party and that Party’s representatives whether before or after the Order Date, including: (a) the Order Form and these Terms; (b) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, of the disclosing Party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party; (c) any information developed by the Parties in the course of providing or receiving the Services; (d) the Platform and its associated documentation; (e) the Price charged by us; and (f) any other information disclosed to the other Party that is labelled or otherwise designated as confidential or that by its nature would reasonably be expected to be kept confidential. Confidential Information excludes information that: (i) is or becomes publicly known other than through any act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving Party, which independent development can be shown by written evidence;

“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing” (and its analogous terms) and “appropriate technical and organisational measures” will be as defined in Data Protection Legislation;

“Customer” means the entity that has entered into an Order Form and “you” and “your” will be construed accordingly;

“Customer Data” means the data inputted by you, the Users, or us on your behalf for the purpose of using the Platform or facilitating your use of the Platform and providing the Services;

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK and European Union including the GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003, as amended (“PECRs”);

 “Initial Term” means, unless stated otherwise in the Order Form, a period of 12 months from the Order Date;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Order Date” means the date on which the Order Form takes effect, as set out in the Order Form;

“Order Form” means an order form signed by the Parties which sets out the Customer’s order for the Services;

“Parties” means both Purlos and the Customer and “Party” means any of Purlos and the Customer;

“Platform” means Purlos’ software messaging platform via which the Customer can support prospective students and students of the Customer with admissions-related queries, as more particularly described on our website at https://www.purlos.com;

“Price” means the price of the Services, including any Set-up Fees, as set out in the Order Form;

“Purlos” means My Digital College Ltd a company incorporated in England and Wales (company number 11287890), whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU and “we”, “our” and “us” will be construed accordingly;

“Renewal Period” means each successive 36 month period following the Initial Term;

“Service Data” means any anonymised and/or aggregated data (for example analytical and performance data) generated by or obtained through Users and the Customer and our provision of the Services, but excluding any of your Confidential Information or any User Personal Data;

“Services” means the services provided by us to you, including provision of the Platform, as described in the Order Form;

“Set-up Fees” means any set-up fees payable by you to us as set out in the Order Form;

“Term” means the Initial Term and any Renewal Terms;

“Terms” means these terms and conditions and any documents, policies, or terms incorporated by reference, as amended from time to time; 

“Third Party Services” has the meaning given in clause 5.1(g);

“Users” means the Customer’s students, prospective students and nominated administrative user(s);

“User Personal Data” means the Personal Data described in the table at clause 6.9;

“GDPR” means the UK GDPR (as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and, where applicable to the Services, the EU General Data Protection Regulation (EU/2016/679); and

“WhatsApp” the platform operated by Facebook Inc. and/or its affiliates (or their successors or licensees). 


Link to Purlos 3rd Party Terms and Conditions:
WhatsApp Business Solution Terms
WhatsApp Business Terms of Service
WhatsApp Business API Guides
Twilio Terms of Service/Business
Meta Terms of Service

2. Age Restrictions

Persons under the age of 18 should use this Website only with the supervision of an Adult. Payment Information must be provided by or with the permission of an Adult.

3. Business Customers

These Terms and Conditions also apply to customers procuring Services in the course of business.

4. Intellectual Property

  • 4.1 Subject to the exceptions in Clause 5 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Purlos, our affiliates or other relevant third parties. By continuing to use the Website you acknowledge that such material is protected by applicable [COUNTRY] and International intellectual property and other laws.
  • 4.2 Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given Our express written permission to do so.

5. Third Party Intellectual Property

  • 5.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
  • 5.2 Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

6. Fair Use of Intellectual Property

Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

7. Links to Other Websites

This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Purlos or that of Our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

8. Links to this Website

Those wishing to place a link to this Website on other sites may do so only to the home page of the site www.tryalex.ai without Our prior permission. Deep linking (i.e. links to specific pages within the site) requires Our express written permission. To find out more please contact Us by email at support@outcore.ai or call us in the following number: your_number.

9. Use of Communications Facilities

  • 9.1 When using any System on the Website you should do so in accordance with the following rules. Failure to comply with these rules may result in your Account being suspended or closed:
  • 9.1.1 You must not use obscene or vulgar language;
  • 9.1.2 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
  • 9.1.3 You must not submit Content that is intended to promote or incite violence;
  • 9.1.4 It is advised that submissions are made using the English language as We may be unable to respond to enquiries submitted in any other languages;
  • 9.1.5 The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
  • 9.1.6 You must not impersonate other people, particularly employees and representatives of Purlos or Our affiliates; and
  • 9.1.7 You must not use Our System for unauthorised mass-communication such as "spam" or "junk mail".
  • 9.2 You acknowledge that Purlos reserves the right to monitor any and all communications made to Us or using Our System.
  • 9.3 You acknowledge that Purlos may retain copies of any and all communications made to Us or using Our System.
  • 9.4 You acknowledge that any information you send to Us through Our System may be modified by Us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon Our use of such information must be communicated to Us in advance and We reserve the right to reject such terms and associated information.

10. Accounts

  • 10.1 In order to procure Services on this Website and to use certain other parts of the System, you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Website as We may not require payment information until you wish to make a purchase. By continuing to use this Websiteyou represent and warrant that:
  • 10.1.1 all information you submit is accurate and truthful;
  • 10.1.2 you have permission to submit Payment Information where permission may be required; and
  • 10.1.3 you will keep this information accurate and up-to-date. Your creation of an Account is further affirmation of your representation and warranty.
  • 10.2 It is recommended that you do not share your Account details, particularly your username and password. We accept no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
  • 10.3 If you have reason to believe that your Account details have been obtained by another person without consent, you should contact Us immediately to suspend your Account and cancel any unauthorised orders or payments that may be pending. Please be aware that orders or payments can only be cancelled up until provision of Services has commenced. In the event that an unauthorised provision commences prior to your notifying Us of the unauthorised nature of the order or payment then you shall be charged for the period from the commencement of the provision of services until the date you notified us and may be charged for a billing cycle of one month.
  • 10.4 When choosing your username you are required to adhere to the terms set out above in Clause 9. Any failure to do so could result in the suspension and/or deletion of your Account.

11. Termination and Cancellation of Accounts

  • 11.1 Either Purlos or you may terminate your Account. If We terminate your Account, you will be notified by email and an explanation for the termination will be provided. Notwithstanding the foregoing, We reserve the right to terminate without giving reasons.
  • 11.2 If We terminate your Account, any current or pending orders or payments on your Account will be cancelled and provision of Services will not commence.

12. Services, Pricing and Availability

  • 12.1 Whilst every effort has been made to ensure that all general descriptions of Services available from Purlos correspond to the actual Services that will be provided to you, We are not responsible for any variations from these descriptions as the exact nature of the Services may vary depending on your individual requirements and circumstances. This does not exclude Our liability for mistakes due to negligence on Our part and refers only to variations of the correct Services, not different Services altogether. Please refer to sub-Clause 13.8 for incorrect Services.
  • 12.2 Where appropriate, you may be required to select the required Plan of Services.
  • 12.3 We neither represent nor warrant that such Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on the Website.
  • 12.4 All pricing information on the Website is correct at the time of going online. We reserve the right to change prices and alter or remove any special offers from time to time and as necessary.
  • 12.5 In the event that prices are changed during the period between an order being placed for Services and Us processing that order and taking payment, then the price that was valid at the time of the order shall be used.

13. Orders and Provision of Services

  • 13.1 No part of this Website constitutes a contractual offer capable of acceptance. Your order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending to you an order confirmation email. Only once We have sent you an order confirmation email will there be a binding contract between Purlos and you.
  • 13.2 Order confirmations under sub-Clause 13.1 will be sent to you before the Services begin and shall contain the following information:
  • 13.2.1 Confirmation of the Services ordered including full details of the main characteristics of those Services;
  • 13.2.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes, delivery and other additional charges;
  • 13.2.3 Relevant times and dates for the provision of the Services;
  • 13.2.4 User credentials and relevant information for accessing those services.
  • 13.3 If We, for any reason, do not accept your order, no payment shall be taken under normal circumstances. In any event, any sums paid by you in relation to that order will be refunded within 14 calendar days.
  • 13.4 Payment for the Services shall be taken via your chosen payment method, immediately for any setup fee that corresponds to the service plan you purchased and at the same day of each subsequent month (“billing cycle”) for charges accrued during the previous month (“billing cycle”) AND/OR as indicated in the order confirmation you received.
  • 13.5 We aim to fulfill your Order within 2-3 working days or if not, within a reasonable period following your Order, unless there are exceptional circumstances. If we cannot fulfill your Order within a reasonable period, we will inform you at the time you place the Order by a note on the relevant web page or by contacting you directly after you place your Order. Time is not of the essence of the Contract, which means we will aim to fulfill your Order within any agreed timescales but this is not an essential term of the Contract and we will not be liable to you if we do not do so. If the Services are to begin within 14 calendar days of Our acceptance of your order, at your express request, you will be required to expressly acknowledge that your statutory cancellation rights, detailed below in Clause 14, will be affected.
  • 13.6 Purlos shall use all Our reasonable endeavours to provide the Services with reasonable skill and care, commensurate with best trade practice.
  • 13.7 In the event that Services are provided that are not in conformity with your order and thus incorrect, you should contact Us immediately to inform Us of the mistake. We will ensure that any necessary corrections are made within five (5) working days.
  • Additional terms and conditions may apply to the provision of certain Services. You will be asked to read and confirm your acceptance of any such terms and conditions when completing your Order.
  • 13.8 Purlos provides technical support via our online support forum and/or phone. Purlos makes every effort possible to respond in a timely manner but we do not guarantee a particular response time.

14. Cancellation of Orders and Services

We want you to be completely satisfied with the Products or Services you order from Purlos. If you need to speak to us about your Order, then please contact customer care on [PHONE NUMBER], or by email at support@outcore.ai or write to us at our address (see section 1 above). You may cancel an Order that we have accepted or cancel the Contract. If any Specific Terms accompanying the Service contain terms about cancelling the Service, the cancellation policy in the Specific Terms will apply.
  • 14.1 If you are a consumer based within the European Union, you have a statutory right to a “cooling off” period. This period begins once your order is confirmed and the contract between Purlos and you is formed and ends at the end of 14 calendar days after that date. If you change your mind about the Services within this period and wish to cancel your order, please inform Us immediately using the following email: . Your right to cancel during the cooling off period is subject to the provisions of sub-Clause 14.2.
  • 14.2 As specified in sub-Clause 13.6, if the Services are to begin within the cooling off period you are required to make an express request to that effect. By requesting that the Services begin within the 14 calendar day cooling off period you acknowledge and agree to the following:
  • 14.2.1 If the Services are fully performed within the 14 calendar day cooling off period, you will lose your right to cancel after the Services are complete.
  • 14.2.2 If you cancel the Services after provision has begun but is not yet complete you will still be required to pay for the Services supplied up until the point at which you inform Us that you wish to cancel. The amount due shall be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that have already been paid for the Services shall be refunded subject to deductions calculated in accordance with the foregoing. Refunds, where applicable, will be issued within 5 working days and in any event no later than 14 calendar days after you inform Us that you wish to cancel.
  • 14.3 Cancellation of Services after the 14 calendar day cooling off period has elapsed shall be subject to the specific terms governing those Services and may be subject to a minimum contract duration.

15. Privacy

Use of the Website is also governed by Our Privacy Policy (www.tryalex.ai/privacy) which is incorporated into these Terms and Conditions by this reference. To view the Privacy Policy, please click on the link above.

16. How We Use Your Personal Information (Data Protection)

  • 16.1 All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
  • 16.2 We may use your personal information to:
  • 16.2.1 Provide Our Services to you;
  • 16.2.2 Process your payment for the Services; and
  • 16.2.3 Inform you of new products and services available from Us. You may request that We stop sending you this information at any time.
  • 16.3 In certain circumstances (if, for example, you wish to purchase Services on credit), and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
  • 16.4 We will not pass on your personal information to any other third parties without first obtaining your express permission.

17. Disclaimers

  • 17.1 We make no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service or Services.
  • 17.2 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
  • 17.3 No part of this Website is intended to constitute a contractual offer capable of acceptance.
  • 17.4 Whilst We use reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and your computers.

18. Changes to the Facilities and these Terms and Conditions

We reserve the right to change the Website, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If We are required to make any changes to these Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

19. Availability of the Website

  • 19.1 The Website is provided “as is” and on an “as available” basis. Purlos uses industry best practices to provide a high uptime, including a fault-tolerant architecture hosted in cloud servers. We give no warranty that the Website or Facilities will be free of defects and / or faults and we do not provide any kind of refund for outages. We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
  • 19.2 We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

20. Limitation of Liability

  • 20.1 To the maximum extent permitted by law, We accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein. You should be aware that you use the Website and its Content at your own risk.
  • 20.2 Nothing in these Terms and Conditions excludes or restricts .
  • 20.3 Nothing in these Terms and Conditions excludes or restricts Purlos's liability for any direct or indirect loss or damage arising out of the incorrect provision of Services or out of reliance on incorrect information included on the Website.
  • 20.4 In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.

21. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

22. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

23. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Purlos.

24. Communications

  • 24.1 All notices / communications shall be given to Us either by post to Our Premises (see address above) or by email to support@outcore.ai. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
  • 24.2 We may from time to time, if you opt to receive it, send you information about Our products and/or services. If you do not wish to receive such information, please click on the ‘Unsubscribe’ link in any email which you receive from Us.

25. Law and Jurisdiction

These Terms and Conditions and the relationship between you and Purlos shall be governed by and construed in accordance with the Law of England and Wales and Purlos and you agree to submit to the exclusive jurisdiction of [COUNTRY].