Terms & Conditions

These Terms and Conditions govern the provision of the Alpaka software by Alpaka Ltd, a company registered in England and Wales under number 10461680, of 6 The Leys, Northampton, NN2 6QZ ("Alpaka", "we", "us", "our").

Please read these terms carefully. By first accessing or using the Software you agree to be bound by these Terms and Conditions. If you do not agree to them, you must not use the Software.

1. Definitions and Interpretation

In these Terms and Conditions, the following expressions have the following meanings:

"Consumer" means an individual consumer as defined in the Consumer Rights Act 2015.

"Customer" means the organisation or individual that has signed up to use the Software. Where an individual enters into this Contract on behalf of a business, they confirm they have the authority to bind that business, and the business is the Customer for the purposes of this Contract.

"Customer Data" means the data submitted to the Software by the Customer, its Authorised Users, or by us on the Customer's behalf, for the purpose of using the Software - including HR records, scheduling, absence, timesheet and attendance data relating to the Customer's employees.

"Biometric Data" means the reference photo and facial matching process used by the Alpaka Presence app for the purpose of clocking in and out, which is treated as special category data under UK GDPR. Alpaka does not generate or store facial geometry, templates or biometric embeddings.

"Contract" means the contract formed as set out in clause 2, which includes acceptance of these Terms and Conditions.

"Software" means the Alpaka workforce management software and the Alpaka Presence app, made available online by us.

"Website" means www.alpaka.io and any related apps or sub-domains, unless expressly excluded by their own terms.

1.1 Each reference in these Terms and Conditions to:

1.1.1 "we", "us" and "our" is a reference to Alpaka Ltd;

1.1.2 "you" and "your" is a reference to the Customer;

1.1.3 "writing" and "written" includes email;

1.1.4 a statute is a reference to that statute as amended or re-enacted at the relevant time;

1.1.5 a clause refers to a clause of these Terms and Conditions.

1.2 Headings are for convenience only and have no effect on interpretation. Words in the singular include the plural and vice versa; references to persons include corporations.

2. The Contract

2.1 A legally binding Contract is formed as soon as you use the log-in details provided by us to first access the Software. You agree to comply with and be bound by these Terms and Conditions upon your first use of the Software.

2.2 Once the Contract is formed, we grant you a limited, non-exclusive, non-transferable licence to use the Software solely for your internal business operations, within the bounds of these Terms and Conditions.

2.3 The Contract continues on a rolling monthly basis and renews automatically each month on the same terms (except price), unless terminated by either party in accordance with clause 7.

3. The Software

3.1 Each person authorised to use the Software (an "Authorised User") is issued a separate log-in.

3.2 You are responsible for ensuring that your employees, agents and other authorised users use the Software in accordance with these Terms and Conditions and are notified of them accordingly.

3.3 You will ensure that any Authorised User who leaves your organisation has their access removed promptly, and that any staff member whose facial data was captured by Alpaka Presence is removed in line with your own data retention policy. You will use all reasonable endeavours to prevent unauthorised access to the Software and notify us promptly of any such access.

3.4 All proprietary rights in the Software remain with us. You shall not:

3.4.1 copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any part of the Software;

3.4.2 reverse compile, disassemble, or reverse engineer any part of the Software;

3.4.3 access the Software to build a product or service that competes with it;

3.4.4 remove or obscure any proprietary notices on or in the Software; or

3.4.5 sub-license, sell, rent, lease, or otherwise make the Software available to any third party except your Authorised Users.

3.5 We do not warrant that your use of the Software will be uninterrupted or error-free.

3.6 We are not responsible for delays or losses resulting from the transfer of data over communications networks, including the internet.

3.7 We reserve the right to carry out maintenance at such times as necessary, and will endeavour to give advance notice where possible.

3.8 Customer Data, including Biometric Data, is stored in the UK/EEA. Biometric Data is retained on a shorter cycle than other Customer Data - see our Privacy Policy and Security & Data Protection page for further detail.

3.9 You will use reasonable endeavours to ensure each Authorised User's password is kept confidential, is reasonably strong, and is not shared between users.

3.10 You shall not use the Software to store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or discriminatory, and we reserve the right to remove any material that breaches this clause.

3.11 The rights granted under this clause 3 are granted to the Customer only and are not extended to any subsidiary or holding company without our written permission.

3.12 You own all rights, title and interest in your Customer Data and are solely responsible for its accuracy, legality and quality. You are responsible for backing up your own records; we maintain routine backups as described in our Security & Data Protection page but this does not replace your own obligations as data controller.

3.13 Where Customer Data contains personal data relating to your employees or other third parties - including Biometric Data captured via Alpaka Presence - it is your responsibility, as data controller, to have a lawful basis for that processing and to notify those individuals accordingly. We act as data processor in respect of that data, as set out in our Data Processing Agreement.

4. Payment and Trial

4.1 The Software is commercially licensed. Fees are as stated on our Pricing page, or as otherwise agreed between us, and are charged per active team member per month.

4.2 We reserve the right to review fees periodically and will give at least 30 days' notice of any change before it takes effect.

4.3 New Customers are offered a free 28-day trial with unlimited use and no credit card required. You may cancel at any time during the trial by notifying us, in which case no fees will be charged and clause 7.6 will apply.

4.4 If you do not cancel before the trial ends, you will move to a paying Contract and we will issue invoices in accordance with clause 4.5.

4.5 We invoice monthly in advance, based on the number of active team members. Invoices are payable in full within 30 days of the invoice date.

4.6 Fees are charged pro rata if the Contract starts or ends part way through a calendar month.

4.7 All fees are exclusive of VAT (where applicable), which is payable at the prevailing rate.

4.8 Without prejudice to any other rights or remedies, we may suspend use of the Software immediately if an invoice becomes overdue. If an invoice remains unpaid for 60 days or more, we may terminate your account, subject to the data retention terms in clause 7.6.

5. Intellectual Property Rights

5.1 The Software and all intellectual property rights in it are and remain our property. This Contract does not constitute a sale of the Software or any copy of it.

5.2 You must notify us immediately if you become aware of any unauthorised use of the Software.

5.3 We will defend, at our own expense, any claim that use of the Software infringes a third party's intellectual property rights, provided you promptly notify us in writing, give us reasonable assistance, and give us sole authority to defend or settle the claim.

5.4 We have no liability for any claim arising from a modification of the Software by any party other than us.

6. Our Obligations

6.1 We warrant that the Software will operate as described when used properly, and that we will use reasonable care and skill in fulfilling our obligations under this Contract.

6.2 We will take reasonable precautions to ensure no known viruses or malware are introduced into the Software.

6.3 If you notify us in writing of any breach of our obligations, we will remedy the defect at our own expense as soon as reasonably possible. Please provide a documented example where possible.

6.4 Our obligations are subject to your compliance with your own obligations under this Contract, and to the limits of liability set out in clause 8. They do not apply where a defect arises from incorrect use of the Software, unauthorised modification, or use of the Software with incompatible equipment.

7. Termination

7.1 If you are a Consumer in the UK, you have a legal right to a 14-day "cooling off" period from the date the Contract is formed. As all Customers receive a free 28-day trial under clause 4.3, this represents your cooling off period.

7.2 You may terminate this Contract at any time by giving us notice.

7.3 We may terminate this Contract by giving you at least 30 days' written notice.

7.4 Either party may terminate immediately by written notice if the other commits a serious breach of this Contract which, if capable of remedy, is not remedied within 14 days of a written request to do so.

7.5 Where the Contract is cancelled part way through a billing period other than under clauses 7.1–7.4, no refund is provided for that period, but the Software remains available until the paid period ends.

7.6 On termination, we will restrict your access to the Software. Your Customer Data remains available for you to export for 30 days from termination, after which we will securely and irretrievably delete it. Biometric Data is deleted on the shorter retention cycle described in our Privacy Policy, and in any event no later than the point described in this clause.

7.7 Termination does not affect any accrued rights or liabilities of either party, nor any provision intended to survive termination.

8. Liability

8.1 We are responsible for foreseeable loss or damage you suffer as a result of our breach of these Terms and Conditions or our negligence. We are not responsible for loss or damage that is not foreseeable.

8.2 We are not liable to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

8.3 Nothing in these Terms and Conditions limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability which cannot lawfully be excluded.

8.4 Nothing in these Terms and Conditions excludes or limits your legal rights as a Consumer, where applicable.

8.5 For business Customers, our total liability arising in connection with this Contract, whether in contract, tort or otherwise, is limited to the fees paid by you in the 12 months preceding the claim. All warranties and conditions implied by statute or common law are, to the fullest extent permitted by law, excluded.

9. Confidentiality

Each party may disclose confidential information to the other in the course of this Contract. Both parties agree to use such information only to perform their obligations under this Contract, to keep it confidential, and not to disclose it to any third party without written authorisation, except where required by law.

10. Data Protection

10.1 Both parties will comply with UK GDPR, the Data Protection Act 2018, and any other applicable data protection legislation.

10.2 In respect of Customer Data, you are the data controller and we are the data processor. Our processing of Customer Data - including Biometric Data collected via Alpaka Presence - is governed by our Data Processing Agreement and described further in our Privacy Policy and Security & Data Protection page.

10.3 We are registered with the Information Commissioner's Office (ICO) and maintain appropriate technical and organisational measures to protect Customer Data, including special category biometric data, against unauthorised or unlawful processing, loss, or damage.

11. Force Majeure

Neither party is liable for any failure or delay in performing its obligations where that failure or delay results from a cause beyond its reasonable control, including power failure, internet service provider failure, industrial action, civil unrest, fire, flood, or governmental action.

12. No Agency or Partnership

This Contract does not constitute or imply any partnership, joint venture, agency, or fiduciary relationship between the parties other than the contractual relationship expressly provided for here.

13. Notices and Communications

13.1 We may revise these Terms and Conditions from time to time. Revised terms apply from the date the new version is published on our Website. Please check this page periodically.

13.2 Notices to us should be sent via the Support link on the Website, or to support@alpaka.io. Notices are deemed received the same business day if sent during business hours, or the next business day otherwise.

13.3 We may from time to time ask you to provide a testimonial or case study. You may choose to do so, and may decline at any time.

13.4 Authorised Users may be sent product updates and tips relating to their use of the Software. Users can unsubscribe at any time via the link in those emails.

14. Other Important Terms

14.1 We may transfer our rights and obligations under this Contract to a third party (for example, if we sell our business). We will inform you in writing if this happens; your rights under these Terms and Conditions will not be affected.

14.2 You may not transfer your rights or obligations under this Contract without our written permission.

14.3 This Contract constitutes the entire agreement between you and us regarding its subject matter and supersedes all prior discussions, representations or agreements, whether oral or written.

14.4 This Contract is between you and us. It does not benefit any other person, and no third party may enforce any provision of these Terms and Conditions.

14.5 If any part of these Terms and Conditions is found unlawful or unenforceable, it will be severed, and the remainder will continue to apply.

14.6 A failure to exercise or enforce any right under this Contract does not waive that right for the future.

15. Law, Jurisdiction and Dispute Resolution

15.1 This Contract is governed by and construed in accordance with the laws of England and Wales.

15.2 We rely on the protection of our intellectual property rights ("IPR") for our business. In the event of a breach or threatened breach of our IPR, we may be entitled to injunctive or other equitable relief.

15.3 For disputes not related to IPR, clauses 15.4–15.6 apply.

15.4 Where a dispute arises, the aggrieved party will notify the other in writing with reasonable detail. Senior representatives of each party will meet or speak by telephone within 7 days of that notice to seek to resolve the issue.

15.5 If the dispute is not resolved under clause 15.4, the parties will attempt to resolve it through an Alternative Dispute Resolution ("ADR") procedure acceptable to both parties before pursuing other remedies.

15.6 If the dispute remains unresolved, the parties submit to the exclusive jurisdiction of the courts of England and Wales.