Terms of Use

Version: 1.0.2

Last Updated: 19-12-2023


These Terms of Use are a legally binding agreement for the supply of software as a service on a subscription basis between the ATL entity specified at the end of these terms (“ATL” or “we/us”) and you, the customer who is using our products and services.


These terms set out your legal rights and obligations, so please read everything carefully. If you can’t agree to our terms, then you can’t use our services. Should you have any enquiries or feedback once you've reviewed these terms, please don't hesitate to reach out to us by sending an email to accounts@atlsystems.co.uk.


Joining and using ATL ‘Software as a Service’ products.

These terms apply to all the services we currently offer and any that may be introduced in the future. This includes our web-based Point of Sales system, Warehouse Management System, Mobile application, Head office System as well as other software products (the “System”).

  1. Creating a Subscription: When you initiate the process of creating a subscription with our team to access our services and agree to these terms, you assume the role of a subscriber. As the subscriber, you are responsible for the payment associated with your subscription. We provide the services delivered by the products included in the elements of the System to which you have subscribed and license you to use the software comprised in those products in consideration of your payment for them on a subscription basis.
  2. Subscriber Responsibilities: As a subscriber, you bear the full responsibility for the management of your subscription and determining who can access it. For instance:
    • a. You cannot transfer your subscription.
    • b. You have control over which users within your organisation have access to the services you've subscribed to and the level of access granted. You can modify or revoke user access at your discretion.
    • c. Any disputes regarding user access to your subscription must be resolved by you.
    • d. You are accountable for monitoring the activities of all users associated with your subscription and ensuring their compliance with these terms.
  3. Your Responsibility: You must keep your information, including a current email address, accurate and up to date. You’re responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. Safeguarding your username and password from theft or misuse is also your responsibility. While the System has minimum password standards, you must ensure that your passwords are robust and not easily guessable. Stronger passwords are highly recommended.
  4. Introduction of New or Revised Services: As we continually strive to enhance ATL products and services, we frequently introduce new features or modify existing ones. Additional terms may apply to these new or updated services, and we will provide notice of any such terms before you begin using the services.
  5. Our Ownership: ATL has created and holds exclusive rights to the ATL Software Products. We own the intellectual property rights in all elements integrated into the System, unless otherwise specified and with the exception of content owned by and licensed from third parties. This ownership extends to the design, compilation, appearance, copyrighted materials, trademarks, designs, manuals, inventions, and other intellectual property featured in our services. You agree not to replicate, distribute, alter, or create derivative works based on our content, nor to utilize our intellectual property rights in any manner not explicitly authorized by us.

Subscription and Pricing:

  1. Subscription Pricing: Unless you are within a free trial or another promotional offer period, you must pay for your subscription in accordance with the pricing structure for the ATL products and services you have selected. The detailed pricing information and other terms of your subscription are as stated in the order form.
  2. Trial Subscriptions: When you first register, you can choose to engage in a complementary trial, governed by the conditions specified during sign-up. If you opt to continue using our services beyond the trial duration, please contact our accounts team to proceed with the subscription.
  3. ATL Pricing Plans: Utilizing our services generally requires a monthly subscription fee payment determined by your subscription type (referred to as the “subscription fee”), as specified in the order form. The pricing plan provided to you includes the subscription fee and associated fees, and sets out the details related to invoicing, payment, auto-renewal, and cancellation terms, which are an integral part of these conditions.
  4. Pricing ATL Terms of Use Updates: We reserve the right to periodically update or amend the pricing terms applicable to your subscription. As with any other modifications to our terms, changes to the pricing plan will not apply retroactively. If we make changes and you are a subscriber, we will notify you of such changes in accordance with section 52 below. Subscription fees may be inclusive or exclusive of transactional taxes where applicable (e.g. VAT), as indicated in the pricing plan.
  5. Additional Services: Depending on your location and your utilization of our services, you may have the opportunity to access additional services offered by ATL, such as the Mobile APP, Warehouse Management System, or e-commerce solution. These services may incur an additional fee, and we will provide you with details when you sign up for these services.
  6. Importance of Timely Payment: To maintain uninterrupted access to our services, you must make payments in a timely manner in accordance with the pricing plan you have selected. To avoid any delays or missed payments, please ensure that we have accurate and up-to-date payment information. In the event of delayed or missing payments, we may temporarily suspend your access to our services until the outstanding payment is settled or terminate your subscription for non-payment in accordance with section 36 below.

Data use and privacy

ATL processes your data as a data controller to provide our services to you. Our privacy notice describes in more detail how we deal with personal data, like your users’ names and email addresses.

Our services also involve our processing personal data on behalf of you as a data controller. Our Data Processing Addendum sets out the detailed terms in respect of our acting as a data processor.

  1. Compliance with Laws: Both parties agree to comply with all applicable data protection and privacy laws.
  2. Data Usage: When you input or upload your data into the System, you retain ownership of that data. However, you provide us with a license to utilize, copy, transmit, store, analyse, and back up all data submitted through our services, including any personal data relating to yourself and others. This enables us to: facilitate your use of our services; enhance, evolve, and safeguard our services; create novel services; communicate with you regarding your subscription; and transmit information we believe may interest you based on your marketing preferences.
  3. Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms, our privacy notice sets out in detail how we process your own personal data that you supply to us, like your name and email address.
  4. Use of personal data you enter about others: Depending on where your contacts are based, our data processing addendum may also apply to the personal data of others (such as your customers, suppliers and employees) that you enter into the System.
  5. Anonymised statistical data: When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation of sales usage data. We may share this data with third parties for marketing and research and analysis purposes and may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.
  6. Data Breach Notifications: In the event of unauthorized access to the personal data you've entered into the System, each party will promptly inform the other on becoming aware of the data breach and, to the extent possible, provide details about the incident. Depending on the nature of the unauthorized access and the location of your affected contacts, you may need to evaluate whether reporting the unauthorized access is necessary to the contacts and/or an appropriate authority. We believe you are in the best position to make this decision as you possess the most knowledge about the personal data entered into the System.

Security

  1. Security Safeguards: We take the matter of security with utmost seriousness, and we encourage you to do the same. In our commitment to safeguarding our services and your data, we provide additional security features, including the option for multi-factor authentication.
  2. Safeguarding Measures: We have made substantial investments in technical, physical, and administrative safeguards to contribute to the protection and security of your data. Further details regarding these measures can be found on our website's security page. Although we have implemented measures to enhance the security of your data, it's essential to acknowledge that no electronic storage method is entirely invulnerable, and we cannot provide an absolute guarantee of security. If we suspect or have reason to believe that unauthorized access to your account may have occurred (or may be possible), we may notify you and potentially limit access to specific portions of the System until you confirm the authorized user's access.
  3. Account Security Features: We may introduce security features designed to bolster the security of your account, including options like multi-factor authentication. Depending on your geographical location or the specific services you use, you may be required to implement some of these features. In cases where the use of security features is optional, it becomes your responsibility (and we shall not be liable) for any consequences that result from your not employing those features. We strongly recommend utilizing all optional security features.
  4. Your Role in Data Security: You play a vital role in securing your data by maintaining the confidentiality of your login details, refraining from sharing them with others, and ensuring robust security measures are in place on your own systems. If you suspect any unauthorized use of your password or a security breach related to your account or email address associated with your account, you must promptly inform us. Additionally, you agree not to employ free-form fields within the System for the storage of personal data (unless the field explicitly requests personal data, such as a first name or last name), credit card information, tax identifiers, or bank account details. Further guidance on maintaining the security of your data is available on our website.

Apps and Third Party Products

To enhance your ATL experience, the ATL ecosystem offers a range of apps and additional products and services provided by trusted partners through the ATL website or APP Store.

  1. Third-party products: In addition to our services, you may choose to utilize data, services, and apps offered by other companies (referred to as third-party products). These third-party products are accessible within the System. It's important to note that any integration with a third party may come with additional charges in addition to the fees you pay to us. These third-party products are governed by terms and conditions and privacy policies established by their respective providers. These terms cover essential aspects such as pricing, refund policies, and how the provider handles your data when you share it with them. Prior to connecting with these third-party products, it is crucial that you thoroughly read and agree to their terms and conditions while also understanding their practices.
  2. Third Party Terms and Description: The descriptions of third-party products that we present, along with any associated links, are supplied to us by the providers themselves. Although we take reasonable steps to verify the accuracy of these descriptions, the providers bear sole responsibility for the accuracy of the information provided. We do not endorse or assume any responsibility or liability for third-party products .Some third-party providers may pay fees to ATL that could be tied to various factors such as referrals from ATL, the revenue generated by the provider, or the data that the providers access about you through our services with your explicit consent.

Maintenance, downtime and data loss

We make every effort to minimize downtime, but occasional interruptions are necessary to ensure the update and security of our services. Additionally, you might encounter occasional access issues and potential data loss, emphasizing the importance of regularly backing up your data.

  1. Service Availability: We make every effort to ensure that our services are consistently available, and we provide 24/7 online support. However, there are occasions when we must perform essential maintenance on our services, which may necessitate temporary downtime. We strive to minimize any such interruptions. In cases of planned maintenance, we will make an effort to provide advance notice, although we cannot guarantee it.
  2. Connectivity Challenges: As you are aware, the internet can be unpredictable, and at times you may encounter difficulties in accessing our services and your data. These issues can occur for a variety of reasons and at any given time.
  3. Data Preservation: It's important to recognize that data loss is an inherent risk associated with the use of technology. It is your responsibility to maintain backups of the data you input into the System. For guidance on how to do this, please refer to our instructions on exporting data from the System in the user manual.
  4. Troubleshooting and Support: If you encounter an issue, we offer a comprehensive collection of support articles accessible via the ATL Website Support page, which should address most situations. If you have attempted to resolve the issue independently and still require assistance, you can reach out to our support team through the ATL Website or by email to support@atlsystems.co.uk.
  5. No Compensation: We shall not be liable to you for any downtime, access issues, or data loss (other than personal data breaches to the extent we are responsible for them).
  6. Updates and Alterations: We frequently introduce new updates, alterations, and enhancements to our services, and occasionally, features may be discontinued. In such instances, we will use reasonable endeavours to inform you where feasible, whether through email, blog posts, or notifications within the System upon login.

Guidelines and Restrictions

This section is important as it delineates the permissible and prohibited uses of our services.

  1. Assistance with Service Utilization: We furnish extensive guidance and support to assist you in making the most of our services. You agree to use our services exclusively for lawful business purposes and in accordance with the instructions and guidance we provide.
  2. Service Limitations: Some of our services may be subject to restrictions, such as a limit on the number of monthly transactions.
  3. Complimentary or Beta Services: From time to time, we may extend certain services at no cost, for instance, a beta service or a time-limited trial account. Given the inherent nature of these services, you avail yourself of them at your own discretion and risk.
  4. Feedback: We highly value your feedback and may employ it as we see fit. We shall own the intellectual property rights in any improvements made to the System as a result of user feedback.
  5. Actions to Be Avoided: You agree not to:
    • a. Compromise the security or integrity of our computing systems or networks;
    • b. Use our services in a manner that may hinder functionality or disrupt other users;
    • c. Gain access to any part of the System without proper authorization;
    • d. Upload or introduce anything containing viruses or other malicious code to the System;
    • e. Share content that is offensive, violates any laws, or infringes on the rights of others;
    • f. Modify, duplicate, adapt, reproduce, disassemble, decompile, reverse engineer, or extract the source code of any portion of our services, except to the extent expressly permitted by law;
    • g. Resell, lease, or otherwise provide third parties with access to our services in ways not explicitly permitted through the System;
    • h. Repackager, resell, or sublicense any leads or data obtained through our services;
    • i. Commit fraudulent activities or engage in illegal acts through the System; and/or
    • j. Behave in an abusive or disrespectful manner toward an ATL employee, partner, or any other ATL customer. We have a zero-tolerance policy for any form of abuse or harassment directed at our employees, including interactions with our support teams.

Termination of Subscription

Either you or us may terminate your subscription by giving the other written notice of not less than one month. If you breach any of these terms, we may terminate your subscription by immediate written notice to you.

  1. Subscription Duration: Your subscription remains in effect for the duration covered by the subscription fee that has been paid or is payable. At the conclusion of each billing period, your subscription shall automatically extend for an additional period of identical duration to the preceding one, assuming you continue to meet the subscription fee conditions outlined in the pricing plan. You have the freedom to terminate your subscription at any time by giving us not less than one month’s written notice. You will still be liable to pay all applicable subscription fees up to and including the termination date.
  2. Termination by ATL: ATL may terminate your subscription by giving you not less than one month’s written notice. ATL may also terminate or suspend your subscription and/or access to any or all data immediately under any of the following circumstances:
    • • Your breach of any of these terms, which remains unremedied for 14 days after receipt of notice from us requiring you to rectify the breach;
    • • A breach any of these terms that cannot be rectified;
    • • Failure to make any subscription fee payments by their due dates;
    • • Your becoming insolvent, your entering liquidation, the appointment of a receiver, administrative receiver or manager over any of your assets, your reaching an agreement with creditors, or your becoming subject to a similar insolvency event in any jurisdiction.
  3. No Refunds: reimbursement is applicable in the event of your subscription termination for any reason, whether initiated by you or by ATL.
  4. Data Retention: Upon the termination of a subscription by either party, the data you have submitted or generated is archived and no longer accessible to you. We retain this data for a 14 day period in accordance with our data retention policy. As a subscriber, you have the option to reactivate your subscription and regain access to your data within that period by remitting the subscription fees and re-subscribing to our services. Details regarding the reactivation of your ATL subscription can be found on the ATL website or by contacting us at accounts@atlsystems.co.uk. Data is preserved for this period to accommodate your record retention obligations, but you can contact us to request complete removal of your data if desired.

Liability and Indemnity:

This section is important as it outlines liability terms between us and both subscribers and authorised users, so we urge you to read it closely and in full.

  1. Indemnity: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except so far as we’re at fault), including in the case of a data breach.
  2. Disclaimer of warranties: Our services and all third-party products are made available to you on an “as is” basis. Subject to the exclusion in section 47 below, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, satisfactory quality and fitness for a particular purpose to the maximum extent permitted by law.
  3. Limitation of liability: Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
    • a. •We shall have no liability in connection with your use of our services or the System for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damages or expenses;
    • b. For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups; and
    • c. Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 3 months immediately preceding the date on which the claim giving rise to the liability arose.

Disputes:

This section outlines how disputes may be resolved.

  1. Dispute resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (“CEDR”) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR.
  2. Jurisdiction: Each party irrevocably agrees that the courts of the Venue specified in the table below shall (subject to mediation as above) have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Additional Terms:

  1. No Professional Advice: ATL is not a professional services firm of any kind and does not engage in providing professional advice. While we may furnish information we believe could be beneficial for running a small business, it should not be considered a substitute for professional guidance, and we are not liable for your utilization of this information in such a manner.
  2. Events Beyond Our Control: We diligently manage the aspects under our control. However, we shall not be liable for any failure or delay in fulfilling our obligations under these terms that arises from events or circumstances beyond our reasonable control.
  3. Notices: Any notices or other communications in relation to these terms must be in writing and sent by post or by email. Emailed notices to ATL must be sent to accounts@atlsystems.co.uk. Notifices from us will be delivered to the email address you have provided within your subscription.
  4. Non-Exclusion: In certain jurisdictions, there may be non-excludable warranties, guarantees, or other rights mandated by law (non-excludable guarantees). These rights remain applicable, and these terms do not seek to exclude, limit, or modify them. With the exception of non-excludable guarantees and any other rights that we are legally unable to exclude, we are bound solely by the express commitments made in these terms. Our liability for breaching a non-excludable guarantee is limited, at our discretion, to either replacing the relevant service or covering the cost of its replacement, unless the non-excludable guarantee stipulates otherwise.
  5. Export Limitations: You are not permitted to use our services in violation of any export or trade embargo laws that are applicable to you or us.
  6. Blocking Access, Subscription Disabling, or Payment Refusal: Given the global nature of our sites, different countries may have varying laws that affect our relationship with you. We may restrict your access, terminate your subscription, or decline to process a payment if we have a reasonable belief that there is a risk, such as a potential breach of a law or regulation, associated with you, your company, your subscription, or a payment. Instances where we might take such actions include transactions involving payments from sanctioned individuals or countries, or scenarios where we reasonably believe there is a legal or regulatory risk or a risk of loss to us, our customers, or our partners. You warrant that you are not situated in a sanctioned country and that none of your authorised users is listed as a sanctioned individual. We may also prohibit users from a particular country if we are unable to receive payments from that country. Such actions may be implemented without prior notice.
  7. Relationship Between the Parties: These terms are not intended to establish a partnership, joint venture, employment, or agency relationship between you and us, or between us and any authorised user.
  8. Assignment: ATL may assign, transfer or sub-contract these terms, or any of our rights or obligations within these terms.
  9. Changes to These Terms: We occasionally make the decision to modify these terms of use. Such changes will not apply retroactively. If changes are introduced, we will make every effort to inform you. You can stay informed about alterations to our terms by referring to the version and last updated date at the top of the terms. Generally, we aim to provide you with a 30-day notice of material changes before they take effect, unless immediate changes are necessary due to circumstances outside our control. When we notify you, it will be done via email or by posting a visible notice within our services. If a change is not deemed material, we may choose not to notify you. If you find an amended term unacceptable, you may terminate your subscription by giving the required contractual notice.
  10. Enforcement of Terms: Should there be any part of these terms that either party is unable to enforce, that specific portion will be disregarded, but all other terms will remain enforceable.
  11. Interpretation: The headings in these terms are not intended to affect the meaning of the terms. Phrases in these terms like 'include' and 'including' are not restrictive in nature.
  12. ATL Contracting Entities; Governing Law and Venue: Our contracting entities are set out below, along with the governing law of this contract and venue that apply in the event of any dispute between you and us:
    ATL Entity Address Registration Law Venue
    Advansys
    Technologies Limited    		 14 Cumberland
    Avenue, London,
    NW10 7QL    		 06270379 England England

For app users: We include helpful links in our terms, to places like ATL Website www.atlsystems.co.uk/legal and to additional legal terms that may apply.