Old Terms of Service (until May 2024)

Acceptable Usage Policy

By Using Our Site You Accept The Terms of this Policy

Please read this Acceptable Usage Policy carefully and ensure that you understand it before using Our Site.

Our Acceptable Usage Policy sets out standards which apply to your use of this website, https://alkem.io (“Our Site”) when communicating via Our Site, uploading User Content, or otherwise interacting with it. It is recommended that you print a copy of this Policy for your future reference.

This Policy was last updated on 6 July 2021.

Your agreement to comply with this Policy is indicated by your use of Our Site. If you do not agree to this Policy, you must stop using Our Site immediately.

The following document also apply to your use of Our Site:

Our Terms and Conditions , available at https://welcome.alkem.io/legal.

1. Definitions and Interpretation

1.1 In this Policy, unless the context otherwise requires, the following expressions have the following meanings:

2. Information About Us

2.1 Our Site is operated by Stichting Alkemio, operating under the name Alkemio. We are a foundation registered in The Netherlands under number 78302633. Our registered address is Park Leeuwenberghlaan 3, 2267 BM Leidschendam, South-Holland, The Netherlands.

3. How to Contact Us

To contact Us, please email Us at info@alkem.io.

4. Changes to this Policy

4.1 We may alter the terms of this Policy at any time. If We do so, details of the changes will be highlighted at the top of this page. As explained above, your use of Our Site constitutes your acceptance of this Policy. Consequently, any changes made to this Policy will apply to your use of Our Site the first time you use it after the changes have been implemented. You are therefore advised to check this page every time you use Our Site.

4.2 If any part of the current version of this Policy conflicts with any previous version(s), the current version shall prevail unless We explicitly state otherwise.

5. Acceptable Usage of Our Site

5.1 You may only use Our Site in a lawful manner:

a) You must ensure that you comply fully with any and all local, national, or international laws and regulations that apply;

b) You must not use Our site in any way, or for any purpose, that is unlawful or fraudulent;

c) You must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware or any other code designed to adversely affect computer hardware, software, or data of any kind;

d) You must not use Our Site to knowingly send, upload, or in any other way transmit unauthorised or unsolicited marketing or similar material (commonly referred to as “spam”);

e) You must not use Our Site to bully, threaten, harass, intimidate, insult, annoy, alarm, inconvenience, upset, or embarrass another person;

f) You must not use Our Site to harm or attempt to harm minors in any manner; and

g) You must not use Our Site , submit User Content, or communicate in any way using Our Site that does not comply with the content standards set out below in Part 7.

6. Interactive Services

6.1 The following interactive services are available on Our Site:

a) Hosting of Alkemio open innovation platform

6.2 If We provide any kind of interactive service, clear information will be provided about that service. In particular, We will inform you of any moderation and whether that moderation is automated or carried out by people.

6.3 We use reasonable efforts to carry out risk assessments for any interactive services that We may offer in order to determine the risks posed to Users from third parties and, on the basis of those risk assessments, decide whether to implement moderation and, if so, what kind.

6.4 Notwithstanding Part 6.3, We are under no obligation to monitor, moderate, or in any other manner oversee any interactive services provided on Our Site. We hereby exclude any and all liability for any loss or damage arising out of the use of such interactive services by a User who breaches the content standards set out below in Part 7, whether We monitor the interactive service or not.

6.5 Minors may only use the interactive service(s) provided on Our Site with the consent of their parent or guardian.

7. Content Standards

7.1 When communicating via Our Site, uploading User Content, or otherwise interacting with Our Site, you must not submit, communicate, or otherwise do anything that:

a) is sexually explicit;

b) in any way sexualises minors (including, but not limited to, child sexual abuse material);

c) is obscene, deliberately offensive, hateful, or otherwise inflammatory;

d) promotes violence;

e) promotes, encourages, incites, or supports acts of terrorism;

f) promotes or assists in any form of unlawful activity;

g) is defamatory of another person;

h) bullies, insults, intimidates, or humiliates another person;

i) discriminates against, or is in any way defamatory of, any person, group, or class of persons; race; nationality; gender; gender identity; sexual orientation; religious or philosophical beliefs; disability; or age;

j) is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

k) is calculated or otherwise likely to deceive;

l) is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal information in a way that you do not have a right to;

m) misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not breach any of the other content standards in this Part 7);

n) implies any form of affiliation with Us or any other party where there is none;

o) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, designs, patents, trade marks, and database rights) belonging to Us or any other party;

p) is in breach of any legal duty owed to another party including, but not limited to, contractual duties and duties of confidence,

7.2 When communicating via Our Site, uploading User Content, or otherwise interacting with Our Site, you must ensure that your communication or submission:

a) is truthful and accurate (where you are stating facts);

b) states only genuinely held opinions; and

c) complies fully with any and all local, national, or international laws and regulations that apply.

8. Breaches of this Policy

8.1 If you fail to comply with the provisions of this Policy, We may take action as set out in this Part 8. A breach of this Policy also constitutes a material breach of the Terms and Conditions of Our Site. We may take one or more of the following actions in response to your breach:

a) Suspend or terminate your right to use Our Site;

b) Remove, either temporarily or permanently, your communication , User Content, or other submission from Our Site;

c) Issue you with a written warning;

d) Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;

e) Take further legal action against you, as appropriate;

f) Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

g) Any other actions which We deem reasonably appropriate (and lawful).

8.2 We hereby exclude any and all liability arising out of any actions that We may take (including, but not limited to those set out above in Part 8.1) in response to your breach.

9. Law and Jurisdiction

9.1 This Policy, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, Dutch law.

9.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Part 9.1 takes away from or reduces your legal rights as a consumer.

9.3 If you are a consumer, any dispute, controversy, proceedings, or claim between you and Us relating to this Policy or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of The Netherlands.

9.4 If you are a business user, any dispute, controversy, proceedings, or claim between you and Us relating to this Policy or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of The Netherlands.

TERMS AND CONDITIONS

By Using Our Site You Accept These Terms and Conditions

Please read these Terms and Conditions carefully and ensure that you understand them before using Our Site. These Terms and Conditions, together with any other documents referred to herein (unless otherwise stated), set out the terms of use governing your use of this website, https://alkem.io (“Our Site”). It is recommended that you print a copy of these Terms and Conditions for your future reference.

These Terms and Conditions were last updated on 30 September 2021.

Your agreement to comply with these Terms and Conditions is indicated by your use of Our Site. If you do not agree to these Terms and Conditions, you must stop using Our Site immediately. You will also be required to accept these Terms and Conditions if you sign up for an Account.

The following documents also apply to your use of Our Site:

· Our Privacy Policy, available at https://welcome.alkem.io/privacy. This is also referred to below in Parts 3, 7 and 17.

· Our Cookie Policy, available at https://welcome.alkem.io/legal. This is also referred to below in Part 17.

· Our Acceptable Usage Policy, available at https://welcome.alkem.io/legal. This is also referred to below in Parts 3, 7, 10, 12, and 16.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

2. Information About Us

2.1 Our Site is operated by Stichting Alkemio, operating under the name Alkemio. We are a foundation registered in The Netherlands under number 78302633. Our registered address is Park Leeuwenberghlaan 3, 2267 BM Leidschendam, South-Holland, The Netherlands.

3. How to Contact Us and Your Use of Our Contact Tools

3.1 To contact Us by email, please email Us at info@alkem.io.

3.2 We provide the following Contact Tools for you to contact Us:

• Contact page from Our website

3.3 When using Our Contact Tools or contacting Us by any other means, our Acceptable Usage Policy, available at https://welcome.alkem.io/legal, applies.

3.4 We may monitor any and all communications made using Our Contact Tools.

3.5 Any personal information sent to Us, whether via Our Contact Tools or otherwise (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with your rights and Our obligations under data protection law, as set out in Our Privacy Policy, available from https://welcome.alkem.io/privacy.

4. Access to Our Site

4.1 Access to Our Site and Content is free of charge.

4.2 It is your responsibility to make the arrangements necessary in order to access Our Site.

4.3 Access to Our Site is provided on an “as is” and on an “as available” basis. For Business Customers please refer to the Business Terms of Sale section 5 for continuity guarantees.

5. Changes to Our Site

We may alter and update Our Site (or any part of it) at any time.

6. Changes to these Terms and Conditions

6.1 We may alter these Terms and Conditions at any time. If We do so, details of the changes will be highlighted at the top of this page. Any changes made to these Terms and Conditions will apply to your use of Our Site the first time you use it after the changes have been implemented. You are advised to check this page every time you use Our Site.

6.2 If any part of the current version of these Terms and Conditions conflicts with any previous version(s), the current version shall prevail unless We explicitly state otherwise.

7. Accounts

7.1 Certain features on Our Site, such as the ability to share User Content, may require an Account.

7.2 Only Users aged 18 years or over may create an Account. If you are under the age of 18 and wish to use the features on Our Site that require an Account, your parent or guardian must create the Account for you and you may only use the Account with their supervision.

7.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes, it is your responsibility to ensure that your Account is kept up to date.

7.4 We require that you choose a strong password for your Account, in line we industry best practices.

7.5 It is your responsibility to keep your Account details safe. You must not share your Account details with anyone else. If you believe your Account is being used by someone else without your permission, please change your password immediately and contact Us using the details above in Part 3.

7.6 You must not use another person’s Account.

7.7 All personal information provided by you in your Account will be collected, used, and held in accordance with your rights and Our obligations under data protection law, as set out in Our Privacy Policy, available from https://welcome.alkem.io/privacy.

7.8 If you wish to delete your Account, you may do so at any time. If you delete your Account, you will no longer have access to the features on Our Site requiring an Account. Deleting your Account will result in the removal of your information from Our Site. For further details about the retention and deletion of personal data, please refer to Our Privacy Policy, available from https://welcome.alkem.io/privacy.

7.9 If you delete your Account, any User Content that you have shared on Our Site may be deleted.

7.10 We may disable your Account if, in Our reasonable opinion, you have breached these Terms and Conditions (including, but not limited to, Our Acceptable Usage Policy).

8. How You May Use Our Site and Content (Intellectual Property)

8.1 With the exception of User Content (please refer to Part 10), all Content included on Our Site and the copyright and other intellectual property rights in that Content belongs to or has been licensed by Us, unless specifically labelled otherwise. All Content (including User Content) is protected by applicable Dutch and international intellectual property laws and treaties.

8.2 Users retain the ownership of the copyright and all other intellectual property rights in their User Content (with the exception of any part of any User Content which is owned by a third party, in which case, Users must obtain express permission for such material to be used in the User Content). For information on the use of User Content, please refer to Part 10.

8.3 You may access, view, and use Our Site in a web browser (including any web browsing capability built into other types of software or app) and you may download Our Site (or any part of it) for caching (this usually occurs automatically).

8.4 You may print one copy and download extracts of any page(s) from Our Site for personal use only.

8.5 You may download and save any Content from Our Site where We clearly indicate that it is available for download for personal use only.

8.6 You may view and use (including, where applicable, download, save, and modify) User Content in accordance with the permissions set out below in Part 10.

8.7 You may not otherwise modify the printed copies, downloaded extracts, or downloaded or saved Content in any way. Images, video, audio, or any other Content downloaded from Our Site must not be used separately from accompanying text.

8.8 You may not use any Content (including User Content) from Our Site for commercial purposes without first obtaining a licence from Us, Our licensors, or the relevant User, as applicable. This does not prevent the normal access, viewing, and use of Our Site for general information purposes by business users or consumers.

8.9 You may not systematically copy, save, or download Content (including User Content) from Our Site to create or compile any form of comprehensive collection, compilation, directory, or database without Our express written permission (or the permission of the relevant User).

8.10 Unless expressly stated in these Terms and Conditions or on Our Site, you may not otherwise reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site without Our express written permission (or the permission of the relevant User). For further information about the re-use of Content from Our Site, please Contact Us using the details provided above in Part 3.

8.11 Our status as the owner and author of the Content on Our Site (or that of identified licensors or Users, as applicable) must always be acknowledged.

9. User Content

9.1 User Content on Our Site includes but is not limited to information related to ecoverses, challenges, communications, profiles, collaboration and innovation.

9.2 An Account is required for the submission of User Content to Our Site.

9.3 All User Content and communications with other Users on Our Site must comply with the content standards set out in Our Acceptable Usage Policy, available at https://welcome.alkem.io/legal.

9.4 You warrant that you will comply with Part 9.3 and the content standards referred to. You will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of your warranty. You will be responsible for any loss or damage suffered by Us as a result of such a breach.

9.5 We are not responsible for any loss of User Content submitted to Our Site. It is your sole responsibility to secure and backup your User Content.

9.6 We may reject, reclassify, or remove any User Content from Our Site where, in Our sole opinion, it violates Our Acceptable Usage Policy.

9.7 We have the right to disclose your identity to a third party if that third party claims that any User Content submitted by you infringes their intellectual property rights (including, but not limited to, copyright) or their right to privacy.

9.8 User Content is not approved or verified by Us before it is displayed on Our Site. The opinions, views, and values expressed in User Content on Our Site are those of the relevant Users and do not represent Our opinions, views, or values.

9.9 We do not store any terrorist content.

9.10 If you wish to make a complaint about any User Content, please contact Us using the details provided above in Part 3.

9.11 If you wish to remove User Content, you may do so. Please note that caching or references to your User Content may not be made unavailable immediately and may not be made unavailable where they are outside of Our reasonable control.

10. User Content, Your Rights, Our Rights, and Users’ Rights (Intellectual Property)

10.1 User Content on Our Site and the copyright and other intellectual property rights in that User Content, unless specifically labelled otherwise, belongs to or has been licensed by the User identified along with that User Content. All User Content is protected by applicable Dutch and international intellectual property laws and treaties.

10.2 You (or your licensors, as appropriate) retain the ownership of your User Content and all associated intellectual property rights. When you submit User Content to Our Site, you grant Us an unconditional, non-exclusive, fully transferrable, royalty free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform, and sub-licence your User Content to the extent necessary to operate and promote Our Site.

11. Links to Our Site

11.1 You may link to any page on Our Site.

11.2 Links to Our Site must be fair and lawful. You must not take unfair advantage of Our reputation or attempt to damage Our reputation.

11.3 You must not link to Our Site in a manner that suggests any association with Us (where there is none) or any endorsement or approval from Us (where there is none).

11.4 Your link should not use any logos or trade marks displayed on Our Site without Our express written permission.

11.5 You must not frame or embed Our Site on another website without Our express written permission.

11.6 You may not link to Our Site from another website the main content of which is unlawful; obscene; offensive; inappropriate; dishonest; defamatory; threatening; racist, sexist, or otherwise discriminatory; that promotes violence, racial hatred, or terrorism; that infringes intellectual property rights; or that We deem to be otherwise objectionable.

12. Links to Other Sites

12.1 Links to other websites may be included on Our Site. Unless expressly stated, these sites are not under Our control. We accept no responsibility or liability for the content of third-party websites.

12.2 The inclusion of a link to another website on Our Site is for information purposes only and does not imply any endorsement of that website or of its owners, operators, or any other parties involved with it.

13. Disclaimers

13.1 Nothing on Our Site constitutes professional advice on which you should rely. It is provided for general information purposes only.

13.2 We make reasonable efforts to ensure that Our Content on Our Site is complete, accurate, and up to date, but to the extent permitted by law, We make no warranties, representations, or guarantees (express or implied) that this will always be the case.

13.3 If you are a business user, We exclude all implied representations, warranties, conditions, and other terms that may apply to Our Site and Content.

14. Our Liability

14.1 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be lawfully excluded or restricted.

14.2 If you are a business user (i.e. you are using Our Site in the course of business or for commercial purposes), to the fullest extent permissible by law, We accept no liability for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or the use of or reliance upon any Content (including User Content) included on Our Site.

14.3 If you are a business user, We accept no liability for loss of profit, sales, business, or revenue; loss of business opportunity, goodwill, or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

14.4 If you are a consumer, you agree that We shall have no liability to you for any business losses as set out above.

15. Viruses, Malware, and Security

15.1 We exercise reasonable skill and care to ensure that Our Site is secure and free from viruses and malware; however, We do not guarantee that this is the case.

15.2 You are responsible for protecting your hardware, software, data, and other material from viruses, malware, and other internet security risks.

15.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.

15.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

15.5 You must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.

15.6 By breaching the provisions of Parts 15.3 to 15.5, you may be committing a criminal offence Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site will cease immediately in the event of such a breach.

16. Acceptable Usage of Our Site

16.1 In addition to these Terms and Conditions, Our Acceptable Usage Policy, available at https://welcome.alkem.io/legal, applies to your use of Our Site.

16.2 You may only use Our Site in a lawful manner:

a) You must ensure that you comply fully with any and all local, national, or international laws and regulations that apply;

b) You must not use Our site in any way, or for any purpose, that is unlawful or fraudulent; and

c) You must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware or any other code designed to adversely affect computer hardware, software, or data of any kind.

16.3 If you fail to comply with the provisions of this Part 16 and/or Our Acceptable Usage Policy, you will be in breach of these Terms and Conditions. We may take one or more of the following actions in response:

a) Suspend or terminate your right to use Our Site;

b) Issue you with a written warning;

c) Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;

d) Take further legal action against you, as appropriate;

e) Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

f) Any other actions which We deem reasonably appropriate (and lawful).

16.4 We hereby exclude any and all liability arising out of any actions that We may take (including, but not limited to those set out above in Part 16.3) in response to your breach.

17. How We Use Your Personal Information

We will only use your personal information as set out in Our Privacy Policy, available from https://welcome.alkem.io/legal and Our Cookie Policy, available from https://welcome.alkem.io/legal.

18. Communications from Us

18.1 If We have your contact details and/or if you have an Account, We may send you important notices by email from time to time. Such notices may relate to matters including, but not limited to, changes to Our Site or to these Terms and Conditions, or to your Account.

18.2 We will not send you marketing emails without your express consent. If you do consent to marketing, you may opt out at any time. All marketing emails from Us include an unsubscribe link. f you opt out of emails from Us, it may take up to 5 days for your request to take effect and you may continue to receive emails during that time.

18.3 For questions or complaints about communications from Us, please contact Us using the details above in Part 3.

19. Law and Jurisdiction

19.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, Dutch law.

19.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Part 19.1 takes away from or reduces your legal rights as a consumer.

19.3 If you are a consumer, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms and Conditions or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of The Netherlands.

19.4 If you are a business user, any dispute, controversy, proceedings, or claim between you and Us relating to these Terms and Conditions or to the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of The Netherlands.

TERMS of Sale

BACKGROUND:

These Terms of Sale set out the terms under which Services are sold and provided by Us to business customers through this website, https://alkem.io (“Our Site”). Please read these Terms of Sale carefully and ensure that you understand them before ordering any Services from Our Site. You will be required to read and accept these Terms of Sale when ordering Services. If you do not agree to comply with and be bound by these Terms of Sale, you will not be able to order Services through Our Site. These Terms of Sale, as well as any and all Contracts are in the English language only.

1. Definitions and Interpretation

1.1 In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:

2. Information About Us

2.1 Our Site, https://alkem.io, is owned and operated by Stichting Alkemio, operating under the name Alkemio. We are a foundation registered in The Netherlands under number 78302633. Our registered address is Park Leeuwenberghlaan 3, 2267 BM Leidschendam, South-Holland, The Netherlands. Our VAT number is NL861338522B01.

3. Access to and Use of Our Site

3.1 Use of Our Site is subject to Our Website Terms of Use https://welcome.alkem.io/legal/#tc. Please ensure that you have read them carefully and that you understand them.

4. Business Customers and Consumers

4.1 These Terms of Sale apply to business customers only. These Terms of Sale do not apply to individual consumers purchasing Services for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession). If you are a consumer, please consult Our Consumer Terms of Sale.

4.2 These Terms of Sale, together with any other terms and, where applicable, Data Processing Agreements referenced herein that are applicable to the Services ordered, constitute the entire agreement between Us and you with respect to your purchase of Services from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in these Terms of Sale and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.

5. Services, Pricing and Availability

5.1 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances.

5.2 Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether.

5.3 Where appropriate, you may be required to select the required package of Services.

5.4 We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order.

5.5 We make all reasonable efforts to ensure that prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price will not affect any Order that you have already placed (please note sub-Clause 5.8 regarding VAT, however).

5.6 All prices are checked by Us when We process your Order. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing your Order until you respond. If We do not receive a response from you within 7 days, We will treat your Order as cancelled and notify you of the same in writing.

5.7 In the event that the price of Services you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

5.8 Prices on Our Site are by default shown exclusive of VAT. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.

6. Orders – How Contracts Are Formed

6.1 When ordering online, Our Site will guide you through the ordering process. Before submitting your Order to Us you will be given the opportunity to review your Order and amend any errors. Please ensure that you have checked your Order carefully before submitting it.

6.2 No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of your Order does not mean that We have accepted it. Our acceptance is indicated by Us sending you an Order Confirmation by email. Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you (“the Contract”).

6.3 It is also possible to order via email / other ways of interacting. If an order is placed outside of the online ordering process, then it shall result in the same Order Confirmation as described in 6.4.

6.4 Order Confirmations shall contain the following information:

6.4.1 Your Order Number;

6.4.2 Confirmation of the Services ordered including full details of the main characteristics of those Services;

6.4.3 Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges;

6.5 We can also provide a paper copy of the Order Confirmation on request.

6.6 If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you as soon as possible and in any event within 14 days.

7. Payment

7.1 Payment for the Services will be due in the form of an advance payment for a monthly period, unless agreed otherwise. Price and payment details will be confirmed in the Order Confirmation. Your chosen payment method will be charged as indicated.

7.2 We may offer Customers usage of the Services for a Trial Period. Any trial usage will be time limited. At the end of the Trial Period the Customer will have the option to cancel the Service or to continue using the Service as a paying Customer.

7.3 All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).

7.4 We accept the following methods of payment on Our Site:

7.4.1 Stripe

7.4.2 Direct invoicing by bank transfer

7.5 If you do not make any payment to Us by the due We may charge you interest on the overdue sum at the rate of 2% per annum above the base lending rate of De Nederlandse Bank from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.

7.6 The provisions of sub-Clause 7.5 will not apply if you have promptly contacted Us to dispute an invoice in good faith. No interest will be payable while such a dispute is ongoing. Once any such dispute is resolved, We will charge interest on correctly invoiced sums from the original due date.

8. Provision of the Services

8.1 We will provide the Services with reasonable skill and care. We will begin providing the Services on the date agreed when you make your Order (which We shall confirm in the Order Confirmation).

8.2 We will continue providing the Services until the estimated completion date set out in the Order Confirmation.

8.3 We will make every reasonable effort to provide the Services in a timely manner. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 12 for events outside of Our control.

8.4 If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the nature of the Services you have ordered, We may require information or action such as email or domain verification.

8.5 If the information you provide or the action you take under sub-Clause 8.5 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.

8.6 In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 7.4, We may suspend the Services (and will inform you of that suspension by email).

8.7 In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue. Unless the issue is an emergency that requires immediate action We will inform you in advance by email before suspending or interrupting the Services.

8.8 If you do not pay Us for the Services as required by Clause 8, We may suspend the Services until you have paid any and all outstanding sums due. If this happens, We will inform you by email. This does not affect Our right to charge you interest on any overdue sums under sub-Clause 7.4.

8.9 We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonable possible via email.

8.10 We will use reasonable endeavours to remedy problems with the Services as quickly as is reasonably possible and practical.

8.11 We will not charge you for remedying problems under this Clause 9 where the problems have been caused by Us, or any of Our agents or sub-contractors, or where nobody is at fault. If We determine that a problem has been caused by you, including your provision of incorrect or incomplete information or taking of incorrect action, sub-Clause 8.6 will apply and We may charge you for the remedial work.

9. Cancelling the Services

9.1 Cancellation of Contracts shall be subject to the specific terms governing the Services in question and may be subject to a minimum contract duration. Details of the relevant duration, cancellation provisions and minimum notice periods will be provided on our website (https://alkem.io) and confirmed in Our Order Confirmation.

9.2 If you wish to cancel under this Clause 9, you may inform Us of your cancellation by sending an email to the following email address:

9.2.1 Email: subscriptions@alkem.io;

In each case, providing Us with your name, address, email address, telephone number, and Order Number.

9.3 We may ask you why you have chosen to cancel and may use any answers you provide to improve Our services in the future, however please note that you are under no obligation to provide any details if you do not wish to.

9.4 Subscriptions are non-refundable.

10. Ending the Contract Because of Something We Have Done (or Will Do)

10.1 You may end the Contract immediately at any time by giving Us written notice in the following circumstances:

10.1.1 We breach the Contract in a material way and fail to remedy the breach within 30 days of you asking Us to do so in writing;

10.1.2 We go into liquidation or have a receiver or administrator appointed over Our assets;

10.1.3 We change these Terms of Sale to your material disadvantage;

10.1.4 We are adversely affected by an event outside of Our control that continues for more than 30 days (as under sub-Clause 12.2.5).

10.2 If you wish to cancel under this Clause 10, you may inform Us of your cancellation as per section 9.

11. Our Rights to Cancel

11.1 For cancellations before We begin providing the Services, please refer to sub-Clause 6.8.

11.2 We may cancel the Contract after We have begun providing the Services due to an Event outside of Our control that continues for more than 30 days (as under sub-Clause 13.2.4). In such cases, you will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.

11.3 Once We have begun providing the Services, We may cancel the Contract at any time and will give you at least 30 days written notice of such cancellation. You will only be required to pay for Services that you have received. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.

11.4 We may cancel immediately by giving you written notice in the following circumstances.

11.4.1 You fail to make a payment by the due date as set out in Clause 8. This does not affect Our right to charge you interest on any overdue sums as set out in sub-Clause 7.4; or

11.4.2 You breach the contract in a material way and fail to remedy the breach within 14 days of Us asking you to do so in writing.

12. Our Liability

12.1 Subject to sub-Clause 12.3 We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and Us.

12.2 Subject to sub-Clause 12.3 Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be €2000,-.

12.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.

13. Events Outside of Our Control (Force Majeure)

13.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

13.2 If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale:

13.2.1 We will inform you as soon as is reasonably possible;

13.2.2 Our obligations under these Terms of Sale (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

13.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;

13.2.4 If the event outside of Our control continues for more than 30 days We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which We inform you of the cancellation;

14. Communication and Contact Details

14.1 If you wish you may contact Us by email at subscriptions@alkem.io.

15. Complaints and Feedback

15.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

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

16.1 All personal information of yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.

16.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy https://welcome.alkem.io/privacy and Cookie Policy https://welcome.alkem.io/legal/#cookies.

17. Other Important Terms

17.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the Contract, as applicable) to a third party (this may happen, for example, if We restructure Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.

17.2 You may not transfer (assign) your obligations and rights under these Terms of Sale (and under the Contract, as applicable) without Our express written permission.

17.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.

17.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.

17.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.

17.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale at any time, We will give you at least 14 days written notice of the changes before they come into effect. If you wish to cancel the Contract as a result, please refer to sub-Clause 10.1.3.

18. Law and Jurisdiction

18.1 These Terms of Sale, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, Dutch law.

18.2 Any disputes concerning these Terms of Sale, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of The Hague in The Netherlands.