Terms & Conditions

1. DEFINITIONS

  • “Customer” and Services.
  • “Conditions” these conditions, forming part of the Contract.
  • “Contract” these Conditions (and any documents expressly referred to in them including the SLA).
  • “Contract Price” the sum(s) as set out in the Order.
  • “Goods” the goods as set out in the Order.
  • “Licence” the licence of the Software granted pursuant to these Conditions.
  • “Licence Fees” the monthly fees payable for the Licence and ongoing support “Licence Period” the period of six months from the Effective Date as defined in the SLA
  • “Order” the order for Alcove Goods and Services.
  • “Payment Date” the date and time when the Order for Alcove Goods and Services was placed.
  • “Site” the place where the Goods are to be delivered and/or the Services are to be carried out. “Software” the Alcove software used by the Goods and licensed pursuant to these Conditions. “Services” the services provided by Alcove or its partners in addition to the Goods.

2. CONTRACT AND LICENCE

  • 2.1 The Contract is comprised of these Conditions to the exclusion of all other terms and conditions.
  • 2.2 The Contract contains the entire agreement between the parties and all previous understandings and agreements relating to the subject matter are replaced by the Contract. No terms or conditions endorsed upon, delivered with or contained in any Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
  • 2.3 Alcove’s sale to the Customer is limited to and expressly made conditional on the Customer’s acceptance of these Terms and Conditions of Sale. These Terms and Conditions govern all sales of product(s) by Alcove to the Customer regardless of whether the Customer purchases through the medium of telephonic orders, Internet orders, electronic orders or otherwise, and supersede and take precedence over any other terms and conditions. Any term or condition of the Customer’s order which is in addition to, inconsistent with, contrary to or different from these Terms and Conditions is rejected and shall not become part of the contract unless explicitly referenced and agreed to in writing by an authorised executive of Alcove. Retention and/or acceptance by the Customer of any product delivered by Alcove, or payment by the Customer of any invoice tendered hereunder, shall operate as acceptance by the Customer of these Terms and Conditions. Alcove’s failure to object to any provision contained in any communication from the Customer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision.
  • 2.4 Subject to the payment of the Licence Fees, Alcove grants to the Customer a non-exclusive worldwide licence of the Software to be used in conjunction with the Goods for the Licence Period and for an unlimited number of end-users.
  • 2.5 The Customer shall have the right to grant to an end-user a sub-licence of the Software, provided that:
    • 2.5.1 all sub-licences granted shall terminate automatically on termination of the Contract or expiry of the Licence Period; and
    • 2.5.2 the Customer shall be liable for all acts and omissions of any sub-
    • 2.5.3 licensee and shall indemnify the Licensor against all proper and reasonable costs, expenses, claims, loss or damage incurred or suffered by Alcove, or for which Alcove may become liable (excluding direct, indirect or consequential and any economic loss or other loss of profits, business or goodwill) arising out of any act or omission of any sub-licensee.

3. CONTRACT PRICE AND TERMS OF PAYMENT

  • 3.1 The Contract Price shall be the sum(s) set out in the Order (and, unless otherwise stated, shall be exclusive of VAT) as may be adjusted pursuant to these Conditions.
  • 3.2 By submitting an Order to Alcove, the Customer agrees to be subject to these Terms and Conditions of Sale in their entirety. An Order is a bonafide commitment showing definite prices and quantities of Goods and Services.
  • 3.3 Prices quoted in the Order include all relevant taxes applicable to the products sold in this transaction, and which taxes will, in any event, be paid by the Customer unless the Customer provides Alcove with a proper tax exemption certificate at the time the order is placed. If the person being monitored is chronically sick or disabled, they may be eligible for VAT relief. VAT eligibility can be verified by reference to the HMRC website.
  • 3.4 Terms of Payment. Payment shall be in British Pounds GBP £ unless otherwise stated.

4. SPECIFICATIONS AND PARTIES GENERAL OBLIGATIONS

  • 4.1 The Customer shall be solely responsible for ensuring that all information given to Alcove (directly or indirectly) are to the best of its knowledge and belief accurate suitable and correct. Examination or consideration of such information shall not of itself limit the Customer’s responsibility.
  • 4.2 The Customer shall be solely responsible for gaining any appropriate and requisite consents from all users of the Alcove Goods and Services (or their legal representatives), including but not limited to consent pursuant to the Data Protection Act 2018 (“DPA”) and General Data Protection Regulation (GDPR) which comes into force on 25 May 2018 (“GDPR”) and such replacement law or regulation in respect of personal data as is in force in England from time to time).
  • 4.3 No variation to the Goods and/or the Services requested by the Customer shall be binding on Alcove unless agreed to by the parties in writing, including as part of such agreement, any change to the Contract Price arising as a consequence of the variation of the Goods and/or the Services. If Alcove agrees to any such variation, any times for delivery of the Goods and/or Services shall be extended as is reasonable in the circumstances.
  • 4.4 Alcove shall not substitute or alter the Goods and/or the Services without consent of the Customer.
  • 4.5 The Customer shall give, or shall procure that any recipient of the Goods and/or the Services gives, Alcove access to the Site at all reasonable times, upon reasonable prior notice and gives all reasonable assistance and information to Alcove, to enable Alcove to carry out its obligations under the Contract without interruption.

5. TIME FOR DELIVERY AND COMPLETION OF THE SERVICES

  • 5.1 Delivery of the Goods and/or Services shall be of the essence.
  • 5.2 Alcove shall be responsible for damage or loss in transit. Alcove will use all commercially reasonable efforts to deliver as specified herein and shall be liable in any manner for any delays in delivery. The Customer bears no risk of delays in delivery, and Alcove waives all claims against the Customer arising out of any such delays.
  • 5.3 Any Services provided by Alcove will be undertaken during normal working hours (i.e. Mon-Fri 8.30am-5.30pm excluding Bank Holidays) although if necessary and/or at the Customer’s request, subject to Alcove’s agreement acting reasonably, such Services may be undertaken outside these hours. Alcove support email address: support@youralcove.com. Alcove support telephone number: 07961121192.
  • 5.4 Any ongoing support and maintenance in respect of the Software shall be provided subject to these Conditions.
  • 5.5 Orders accepted by Alcove may be cancelled or rescheduled by the Customer within 30 days of delivery. Alcove shall have the right without penalty or payment to cancel any order accepted, or to refuse or delay the shipment thereof: (i) if the Customer fails to make promptly any payment due Alcove or to meet any other reasonable requirements established by Alcove, (ii) if any act or failure to act of the Customer delays Alcove’s performance, or (iii) if the Customer’s credit becomes impaired. In such event, Alcove shall be entitled to receive reimbursement for its reasonable and proper cancellation charges.
  • 5.6 Notice and Returns. Any claims for defective product(s) must be made in writing by the Customer. In addition, the Customer must promptly return any rejected product(s) to Alcove, accompanied by a valid return authorisation obtained from Alcove. For any valid claim timely made, Alcove, at its option, may repair product(s) or replace product(s) with an identical or substantially similar product(s).

6. RISK AND INSURANCE

  • 6.1 The risk in Goods supplied by Alcove shall pass to the Customer upon delivery and the Customer shall also be responsible for insurance thereof from the time of receipt of such delivery.
  • 6.2 Alcove shall procure and/or maintain appropriate e-risks, professional indemnity, employer’s liability and public liability insurances.
  • 6.3 Alcove shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under these Conditions including professional indemnity, public and employer's liability and e-risks (including cyber cover). On request, Alcove shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. Alcove shall on request assign to the Customer the benefit of such insurance.

7. GUARANTEES AGAINST DEFECTS

  • 7.1 Limited Warranty. Alcove warrants to the Customer that all products it manufactures will be free from defects in material and workmanship for a period of one (1) year from the date of original purchase, provided that such products are installed and used in accordance with supplied product installation instructions. This limited warranty excludes remedy for damage or defect caused by abuse, alterations to the product(s) not executed by Alcove, improper or insufficient maintenance, improper operation and normal wear and tear. Alcove’s obligation under the foregoing warranty is limited to the repair or replacement of defective product(s) and does not include reimbursement for the expense of removing the defective product(s), installing the repaired or replacement product(s) or any other damages. In no event shall Alcove be liable for any other losses, claims or damages, whether direct, indirect, incidental, consequential or otherwise, arising from the foregoing warranty.
  • 7.2 Alcove shall make good by repair, or at Alcove’s option by the supply of replacements, any defects in the Goods, Services and/or the Software which are notified in writing to Alcove during the Warranty Period (as set out in the “Warranty” section of the Alcove Quotation) provided such defects are due to Alcove’s faulty materials and/or workmanship or the Goods not being in accordance with the Order.
  • 7.3 If the Goods, the Services and/or the Software become defective for any reason other than as set out in Condition 7.1 above, including (but not limited to) accidental damage, failure by or on behalf of the Customer to operate, service or maintain the Goods, the Services and/or the Software in accordance with any operating and maintenance instructions by Alcove and/or or any relevant British Standards then such defects will not be covered by this guarantee.
  • 7.4 This guarantee excludes fair wear and tear and (without prejudice to Condition 7.2) any improper use, failure of proper maintenance, failure to observe operating instructions, excessive loading, unsuitable environmental conditions, corrosive atmosphere, dust, moisture, electromagnetic disturbances, static discharge or unsuitable materials.
  • 7.5 This guarantee shall become void if the Customer or any party on its behalf (other than Alcove) undertakes alterations or repair to the Goods, the Services and/or the Software without Alcove’s written consent or if the Customer does not notify Alcove of the defects within a reasonable time of becoming aware of (or when the Customer should reasonably have become aware of) the defect occurring.
  • 7.6 If the condition of the Goods, the Services and/or the Software is such as might or would (subject to these Conditions) entitle the Customer to claim damages, to repudiate the Contract or to reject the Goods, the Services and/or the Software, without prejudice to any statutory rights of the Customer to reject the Goods (including any prescribed time periods for doing so) the Customer shall not then do so but shall first ask Alcove to repair or supply satisfactory substitute Goods, Services and/or Software (as applicable) and Alcove shall then be entitled at its option to repair or take back the defective Goods and to supply satisfactory substitute goods/software or perform Services of rectification free of cost and within a reasonable time or to repay the Contract Price in respect of which the complaint is made.
  • 7.7 If Alcove does so repair the Goods/Software or supply satisfactory substitute Goods/Software or effect rectification or repayment under Condition 7.5, the Customer shall be bound to accept such repaired or substituted Goods/Software, repayment or rectification and Alcove shall be under no liability in respect of any loss or damage of whatever nature arising from the initial delivery of the defective Goods/Software or from the initial carrying out of the Services or from any delay before the defective Goods are repaired or the substitute Goods/Software are delivered or the repayment or rectification of the Services is effected.

8. LIABILITY

  • 8.1 Nothing in this Contract excludes either party’s liability for death personal injury or fraudulent misrepresentation or any other matter to the extent that such exclusion or limitation would be unlawful.
  • 8.2 Subject to Condition 8.1 under no circumstances shall either party be liable whether in contract tort (including negligence) under statute or otherwise for any indirect special or consequential loss or damage of any kind whatsoever including (but not limited to) loss of expected savings, loss of profit, loss of revenue, goodwill or business opportunity, whether or not such loss or damage was reasonably foreseeable or even if the other party had been advised of the same.
  • 8.3 Subject to Condition 8.1 but notwithstanding any other provisions of this Contract Alcove’s total liability under or in Video Carephoneion with this Contract whether in contract tort (including negligence) under statute or otherwise will be limited to the Contract Price.
  • 8.4 Alcove shall indemnify, and keep indemnified, the Customer from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Customer as a result of or in Video Carephoneion with Alcove's breach of any of Alcove's obligations under the Contract.

9. RETENTION OF TITLE

All Goods supplied by Alcove shall be and remain the property of Alcove until the Contract Price has been paid in full and title to the Goods shall only pass upon payment in full of the Contract Price. Where sums are overdue in whole or in part Alcove reserves the right to recover or re-sell the Goods or any of them and may during normal business hours upon prior written notice and approval by the Customer enter upon the Customer’s premises (or the Site (if different) at the sole liability of the Customer) by its servants or agents for that purpose. For the avoidance of doubt, neither the Customer nor any end-user shall acquire any ownership rights of title to the Software. The Software shall at all time remain the property of Alcove and shall only be licensed to the Customer (and sub-licensed to the end-user) pursuant to the Licence. The rights of Alcove under this Condition 9 are in addition to and without prejudice to any of its other rights under these Conditions or available by recourse to law.

10. GENERAL

  • 10.1 Alcove may not assign the benefits of this Contract to any third party. Alcove may not assign any of its obligations under this Contract to any third party (including subcontracting any part of the Services) without the prior written consent of the Customer.
  • 10.2 In the event that any provision or part of a provision of this Contract is held invalid illegal or unenforceable the remainder of the Contract shall remain valid and enforceable.
  • 10.3 The parties to this Contract do not intend that any term of this Contract will be enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.
  • 10.4 Alcove shall keep confidential all Confidential Information of the Customer and of any Affiliate of the Customer and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
    • 10.4.1 any information which was in the public domain at the date of the Contract;
    • 10.4.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement; or
    • 10.4.3 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
  • 10.5 This clause shall remain in force in perpetuity notwithstanding termination of the Contract.

11. DATA PROTECTION

  • 11.1 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and that Alcove is the Processor. The only processing that Alcove is authorised to do is listed in Schedule 1.
  • 11.2 Alcove shall notify the Customer immediately if it considers that any of the Customer's instructions infringe the Data Protection Legislation.
  • 11.3 Alcove shall provide all reasonable assistance to the Customer in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Customer, include:
    • 11.3.1 a systematic description of the envisaged processing operations and the purpose of the processing;
    • 11.3.2 an assessment of the necessity and proportionality of the processing operations in relation to the Services;
    • 11.3.3 an assessment of the risks to the rights and freedoms of Data Subjects; and
    • 11.3.4 the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.
  • 11.4 Alcove shall, in relation to any Personal Data processed in Video Carephoneion with its obligations under this Agreement:
    • 11.4.1 process that Personal Data only in accordance with Schedule 1, unless Alcove is required to do otherwise by Law. If it is so required Alcove shall promptly notify the Customer before processing the Personal Data unless prohibited by Law;
    • 11.4.2 ensure that it has in place Protective Measures, which have been reviewed and approved by Alcove as appropriate to protect against a Data Loss Event having taken account of the:
      • 11.4.2.1 nature of the data to be protected;
      • 11.4.2.2 harm that might result from a Data Loss Event;
      • 11.4.2.3 state of technological development; and
      • 11.4.2.4 cost of implementing any measures;
    • 11.4.3 ensure that :
      • 11.4.3.1 the Alcove Personnel do not process Personal Data except in accordance with this Agreement (and in particular Schedule 1);
      • 11.4.3.2 it takes all reasonable steps to ensure the reliability and integrity of any Alcove Personnel who have access to the Personal Data and ensure that they: are aware of and comply with the Alcove’s duties under this clause; are subject to appropriate confidentiality undertakings with the Alcove or any Sub-processor; are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the Customer or as otherwise permitted by this Agreement; and have undergone adequate training in the use, care, protection and handling of Personal Data; and
    • 11.4.4 not transfer Personal Data outside of the EU unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
      • 11.4.4.1 the Customer or Alcove has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Customer;
      • 11.4.4.2 the Data Subject has enforceable rights and effective legal remedies;
      • 11.4.4.3 Alcove complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Customer in meeting its obligations); and
      • 11.4.4.4 Alcove complies with any reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
    • 11.4.5 at the written direction of the Customer, delete or return Personal Data (and any copies of it) to the Customer on termination of the Agreement unless Alcove is required by Law to retain the Personal Data.
  • 11.5 Subject to clause 11.6, Alcove shall notify the Customer immediately if it:
    • 11.5.1 receives a Data Subject Access Request (or purported Data Subject Access Request);
    • 11.5.2 receives a request to rectify, block or erase any Personal Data;
    • 11.5.3 receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;
    • 11.5.4 receives any communication from the Information Commissioner or any other regulatory authority in Video Carephoneion with Personal Data processed under this Agreement;
    • 11.5.5 receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or
    • 11.5.6 becomes aware of a Data Loss Event.
  • 11.6 Alcove’s obligation to notify under clause 11.5 shall include the provision of further information to the Customer in phases, as details become available.
  • 11.7 Taking into account the nature of the processing, the Contractor shall provide the Customer with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication or request made under clause 11.5 (and insofar as possible within the timescales reasonably required by the Customer) including by promptly providing:
    • 11.7.1 the Customer with full details and copies of the complaint, communication or request;
    • 11.7.2 such assistance as is reasonably requested by the Customer to enable the Customer to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;
    • 11.7.3 the Customer, at its request, with any Personal Data it holds in relation to a Data Subject;
    • 11.7.4 assistance as requested by the Customer following any Data Loss Event;
    • 11.7.5 assistance as requested by the Customer with respect to any request from the Information Commissioner's Office, or any consultation by the Customer with the Information Commissioner's Office.
  • 11.8 Alcove shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where the Contractor employs fewer than 250 staff, unless:
    • 11.8.1 the Customer determines that the processing is not occasional;
    • 11.8.2 the Customer determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and
    • 11.8.3 the Customer determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.
  • 11.9 Alcove shall allow for audits of its Data Processing activity by the Customer or the Customer's designated auditor.
  • 11.10 Alcove shall designate a data protection officer if required by the Data Protection Legislation.
  • 11.11 Before allowing any Sub-processor to process any Personal Data related to this Agreement, the Alcove must:
    • 11.11.1 notify the Customer in writing of the intended Sub-processor and processing;
    • 11.11.2 obtain the written consent of the Customer;
    • 11.11.3 enter into a written agreement with the Sub-processor which give effect to the terms set out such that they apply to the Sub-processor; and
    • 11.11.4 provide the Customer with such information regarding the Sub-processor as the Customer may reasonably require.
  • 11.12 The parties agree to take account of any guidance issued by the Information Commissioner's Office. The Customer may on not less than 30 Working Days' notice to Alcove amend this agreement to ensure that it complies with any guidance issued by the Information Commissioner's Office.

12. TERMINATION

  • 12.1 The Customer may terminate the Contract or any other contract which it has with Alcove at any time by giving notice in writing to Alcove if:
    • 12.1.1 Alcove commits a material breach of Contract and such breach is not remediable;
    • 12.1.2 Alcove commits a material breach of the Contract which, if remediable, is not remedied within fourteen (14) days of receiving written notice of such breach; or
    • 12.1.3 Alcove stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
    • 12.1.4 Alcove is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Customer reasonably believes that to be the case;
    • 12.1.5 Alcove becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
    • 12.1.6 Alcove has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
    • 12.1.7 Alcove has a resolution passed for its winding up;
    • 12.1.8 Alcove has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
    • 12.1.9 Alcove is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven (7) days of that procedure being commenced;
    • 12.1.10 Alcove has a freezing order made against it;
    • 12.1.11 Alcove is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
    • 12.1.12 Alcove is subject to any events or circumstances analogous to those in clauses 12.1.1 to 12.1.11 in any jurisdiction;
  • 12.2 Alcove takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 12.1.1 to 12.1.11 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
  • 12.3 The Customer may terminate the Contract any time by giving notice in writing to Alcove if Alcove undergoes a change of Control.
  • 12.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Customer to terminate the Contract under this clause 12, it shall promptly notify Alcove in writing.
  • 12.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Customer at any time up to the date of termination.

13. DISPUTE RESOLUTION

  • 13.1 Any dispute arising between the parties out of or in Video Carephoneion with the Contract shall be dealt with in accordance with the provisions of this clause 13.
  • 13.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
  • 13.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
    • 13.3.1 within seven (7) days of service of the notice, representatives of the parties shall meet to discuss the dispute and attempt to resolve it.
    • 13.3.2 if the dispute has not been resolved within seven (7) days of the first meeting of these representatives, then the matter shall be referred to the chief executives (or persons of equivalent seniority). The chief executives (or equivalent) shall meet within seven (7) days to discuss the dispute and attempt to resolve it.
  • 13.4 The specific format for the resolution of the dispute under clause 13.3.1 and, if necessary, clause 13.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
  • 13.5 If the dispute has not been resolved within fourteen (14) days of the first meeting of the chief executives (or equivalent) under clause 13.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
  • 13.6 Until the parties have completed the steps referred to in clauses 13.3 and 13.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

14. NOTICES

  • 14.1 Any notice given by a party under these Conditions shall:
    • 14.1.1 be in writing and in English;
    • 14.1.2 be signed by, or on behalf of, the party giving it; and
    • 14.1.3 be sent to the relevant party at the address set out in the Contract
  • 14.2 Notices may be given, and are deemed received:
    • 14.2.1 by hand: on receipt of a signature at the time of delivery;
    • 14.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; or
    • 14.2.3 by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission.
  • 14.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 14.1 and shall be effective:
    • 14.3.1 on the date specified in the notice as being the date of such change; or
    • 14.3.2 if no date is so specified, five (5) Business Days after the notice is deemed to be received.
  • 14.4 All references to time are to the local time at the place of deemed receipt.
  • 14.5 This clause does not apply to notices given in legal proceedings or arbitration.
  • 14.6 A notice given under these Conditions is not validly served if sent by email.

15. CUMULATIVE REMEDIES

The rights and remedies provided in the Contract for the Customer only are cumulative and not exclusive of any rights and remedies provided by law.

16. TIME

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to Alcove's obligations only.

17. FURTHER ASSURANCE

Alcove shall at the request of the Customer, and at Alcove's own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

18. ENTIRE AGREEMENT

  • 18.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
  • 18.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
  • 18.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.

19. VARIATION

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Customer.

20. JURISDICTION AND APPLICABLE LAW

The construction, validity and performance of the Contract shall be governed by English Law and any disputes arising out of or in Video Carephoneion with this Contract shall be subject to the exclusive jurisdiction of the English courts.

SCHEDULE 1 - PROCESSING, PERSONAL DATA AND DATA SUBJECTS

  • 1 Alcove shall comply with any further written instructions with respect to processing by the Customer.
  • 2 Any such further instructions shall be incorporated into this Schedule or in another written agreement between the parties.
  • 3 Subject matter of the processing: Alcove lawfully processes personal data when the data subject has given consent to the processing of his or her personal data for one or more specific purposes; and when processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract;
    • 3.1 The Alcove eco-system of sensors, cloud services and applications collects sensor telemetry data on behalf of the customer, Alcove also provides video and voice interfaces for service user. Alcove uses the personal data of service users to provide customers with some information about the end user required to personalise a service to their specific needs and aspirations.
    • 3.2 Personal information which you supply to us or data received from the sensors in your home may be used in a number of ways, for example:
      • • To help us choose the equipment that is best for you
      • • To raise alerts in the case of something being wrong
      • • For a careline monitoring center, or care and support workers to provide you with assistance
      • • To help us tailor your care package to your needs
      • • To highlight training or support needs
    • 3.3 Backup of customer disaster recovery and business continuity and professional services including, installation, training, bespoke software development, data migration and application support services.
    • 3.4 Alcove will need to process and analyse your data to deliver the best outcomes for you and improve the services you receive.
    • 3.5 We may share your information with other parties for data analysis but any personal data or other identifying features will be removed first, so it will remain anonymous. We will not disclose any personal information to any company without it being anonymised, except if required to do so by the law.
  • 4 Duration of the processing: The duration of process is aligned with the conditions of the provision of services for the Licence Period.
  • 5 Nature and purposes of the processing
    • 5.1 Alcove provides services that collect the sensor data for the purpose as described in point 3 above;
    • 5.2 Alcove Limited collects personal data to provide application support service for the purposes of managing customer reported incidents with Alcove software like bugs, features requests or general support enquiries.
    • 5.3 The tools for processing incident and problem management is provided on secure servers and software platforms for the specific purposes of tracking and managing reported incidents.
  • 6 Categories of Data Subject
    • 6.1 Customer and Service Users - Name, Address, Phone, Email
    • 6.2 Alcove Application support - Name, Phone, Email
  • 7 Plan for return and destruction of the data once the processing is complete UNLESS requirement under union or member state law to preserve that type of data
    • 7.1 The data is retained until contract termination.
    • 7.2 The data is then destroyed
      • 7.2.1 all Alcove Databases and archive files are electronically shredded and records thereof maintained.
      • 7.2.2 Alcove Application support - the records are anonymised and records there of kept.