App and programme Terms, Conditions & Licence Agreement
1. About us
1.1. We are Heart of London Business Alliance (we, us, our) a company incorporated in England, with registered office being 175 Piccadilly, London, United Kingdom, W1J 9EN and company number 04293930.
1.2. We operate the Heart of London Club (app) which promotes exclusive offers, discounts and experiences to our members (user, you, your).
1.3. We license use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software or Documentation to you. We remain the legal owners of the Software and Documentation, or entitled to licence the Software and Documentation to you at all times.
2. Operating system requirements
2.1. THIS SOFTWARE REQUIRES YOU TO KEEP YOUR PHONE UPGRADES UP TO DATE (Operating System).
About these T&Cs
3.1. These Terms, Conditions and Licence Agreement (T&Cs) govern your use of our app, whether you act in personal or professional capacity. If you act in the professional capacity on behalf of an organisation (for example your employer), you represent and warrant that you are authorised to accept and agree to these T&Cs on behalf of that organisation which shall be bound by these T&Cs, and “user”, “you” and “your” shall be construed accordingly.
3.2. Your use of our app is subject to these T&Cs and we ask that you read them carefully. By using any part of our app, you will be deemed to have accepted these T&Cs in full and you agree to abide by them whether or not you registered as a user. If you do not agree to these T&Cs, you must immediately cease using our app as you are not entitled to use any part of it.
3.4. Updates. We may revise these T&Cs at any time by posting an update on this page. By continuing to use our app after any such change you agree to be bound by the new T&Cs. You should regularly check for updates, as indicated by the “Last updated” date at the top.
4. Grant and scope of licence, minor changes, updates (and upgrades)
4.1. In consideration of you agreeing to abide by the terms of this Licence, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the App in the UK on the terms of this Licence.
4.2. You may install and use the App for your personal purposes only.
4.3. We may update or require you to update the App, provided that the App shall always match the description of it that we provided to you before you received it.
4.4. The App may be upgraded to reflect changes in the Operating System. The App will work with the current or previous version of that Operating System (as it may be updated from time to time).
5.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- 5.1.1 not to copy the App of any associated Documentation, except where such copying is incidental to normal use of the App or where it is necessary for the purpose of back-up or operational security;
- 5.1.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the App or any associated Documentation nor permit the App or any part of it to be combined with, or become incorporated in, any other programs;
- 5.1.3. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software in the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
(a) is used only for the Permitted Objective;
(b) is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
(c) is not used to create any software that is substantially similar in its expression to the App;
- 5.1.4. to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App;
- 5.1.5. to include our copyright notice on all entire and partial copies of the App in any form;
- 5.1.6. not to provide, or otherwise make available, the App in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;
- 5.1.7. to comply with all applicable technology control or export laws and regulations.
6. Service features
6.1. The app is provided to users free of charge. However, your access to features will depend on your membership in our Programme.
6.2. Our app will:
(a) introduce to you our Programme and the Participating Brands (as defined below);
(b) evaluate your interests and preferences;
(c) keep you informed about relevant Offers and Exclusives (as defined below);
(d) allow you to redeem available Offers and Exclusives; and
(e) provide you information about how you can benefit from your membership.
6.3. If you enable GPS on your device for our app, you will benefit from our location features, including:
(a) notifications about useful information when you visit our area; and
(b) live information about Offers and Exclusives from Participating Brands and the Heart of London district as you move around the area.
7. Our programme
7.1. We operate the Heart of London Club, an Employee Engagement Scheme (Programme) exclusively available to employees working for a member business of Heart of London Business Alliance, or for a business located within the Heart of London district.
7.2. Members of the Programme will be able to access exclusive offers and experiences (each an Offer) from businesses and institutions which are participating in the Programme (each a Participating Brand).
7.3. To join the Programme, you should download the app and register.
7.4. For a list of Participating Brands, please visit our app. The Participating Brands may change from time to time. Not all businesses and institutions within the Heart of London area will participate. We reserve the right to terminate or suspend the Programme or your membership at any time at our discretion and without reason.
7.5. If you no longer wish to take part in the Programme, you can do so by removing the app from your device and email us at firstname.lastname@example.org to be anonymised from the database.
8. Offers provided by participating brands
8.1. Our app will make you aware that an Offer is available as notified to us by the Participating Brand. However, any issues that may arise in relation to an Offer must be resolved directly with the participating business/institution.
8.2. The Offers and Exclusives available to you will be presented on our app and we may also send you push notifications and emails about the Programme.
8.3. The Offers and Exclusives you have access to may vary from time to time and each person may receive different Offers.
8.4. Offers are subject to availability and subject to change. It may sometimes be necessary for a Participating Brand to make changes to an Offer already published. From time to time, it may be necessary to withdraw an Offer from the Programme at our discretion. It may not always be possible to give advance warning of this.
8.5. To redeem an Offer, you should only select the redemption in the app at the appropriate time and location and follow in-app instructions.
8.6. Each Offer will be subject to additional terms and conditions of the Participating Brand (for example, closing dates, exclusions, qualifying criteria, rules on combining offers).
8.7. You may be prevented from redeeming an Offer if:
(a) the Participating Brand has reason to suspect fraud or misconduct;
(b) the Offer is being used or combined with other offers or discounts improperly; or
(c) the Offer was sent to you in error or due to a technical fault.
9. Accessing the app
9.1. Sign up. To access our features, you must be an employee of one of Heart of London Business Alliance’s member businesses or work for a business within the Heart of London district. You must use your business email address to sign up to the Programme. You agree to provide accurate and complete information about yourself as prompted by the registration form.
9.2. App not always available. We do not guarantee that the app will always be available or uninterrupted and we will not be liable for any such instances or any other technical difficulties whatever the reason. Access to the app may be suspended temporarily and without notice in the case of system failure, maintenance, upgrade or repair.
9.3. Use is monitored. We may employ appropriate measures to monitor and review the use of our app and investigate any violations of these T&Cs.
9.4. Your access may be suspended or terminated. We are entitled to immediately suspend and/or terminate your account and/or access to the app if (a) we terminate a Programme; (b) if in our opinion you fail to comply with these T&Cs; (c) if in our opinion your conduct is fraudulent, inappropriate or illegal; or (d) if you do not redeem any Offers for a continuous period of 12 months or longer. You will not be able to redeem Offers while your account and/or access to the app is suspended or terminated.
9.5. Software updates. From time to time, we may (without notice and at our sole discretion) introduce updates to the app, for example to introduce new and/or improved functionality. If you fail to run our updates, we may suspend your access to the app until updated.
9.6. Compatibility. You are responsible for ensuring that you have a compatible device and software to access our app.
10. Your general obligations
10.1. General. You promise to us that (a) you are authorised to agree to these T&Cs, (b) you will only use our app for the lawful purposes intended by us, and (c) you will not disclose nor allow to be disclosed by any means any confidential information belonging to us that you become aware of.
10.2. Restricted content. You must not use our app to submit, publish or disseminate any material that is unlawful, threatening, defamatory, obscene, indecent, malicious, offensive, discriminatory or infringing upon privacy, confidentiality or intellectual property rights of any third party or constitutes spam or could bring us into disrepute.
10.3. Your information. You must provide information to us that is accurate, complete and up to date and inform us of any changes.
10.4. Information about others. You must not provide information about others unless you have their permission to do so.
11.1. Security. We use reasonable endeavours to ensure the security of our app and user information.
11.2. Safeguard your login details. You must treat your login credentials as confidential information and not share them with anyone. You must notify us immediately if your login details are compromised. We accept no liability for any loss or damage arising from your failure to safeguard your login credentials.
11.3. Misuse. You must only use the app for its intended purposes, and we are not responsible for any loss or damage you suffer as a result of using our app in ways not envisaged by us. You must not (a) knowingly introduce viruses or other harmful materials; (b) deploy a denial-of-service attack; (c) attempt to gain unauthorised access to the app and our servers; (d) mask or hide from us your identity as you connect to the app; (e) access or attempt to access the app by means not envisaged by us; or (f) do anything to impair the functionality or availability of the app, whether deliberately or negligently. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them.
11.4. Third party sites. Our app may contain links to third party websites, services and plugins. You should check the terms and conditions of these third party providers before using their services as we are not responsible for their services or content. We do not endorse such third party providers in any way.
12. Intellectual property rights
12.1. Our intellectual property. You acknowledge that all intellectual property rights in the Software and the associated Documentation throughout the world belong to us and our licensors. The rights in the Software are licensed (not sold) to you and you have no intellectual property rights in, or to, the Software or the associated Documentation other than the right to use the Software and the associated Documentation in accordance with the terms of this Licence. You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this licence.
12.2. Licence to use the Service. As long as you comply in full with these T&Cs, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and view those parts of our intellectual property intended for publication through the app for non-commercial use, and no other purpose.
12.3. Infringement. You must not: (a) license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the app available to any third party; (b) use the app on behalf of a third party; (c) use the app for inclusion in any product and/or service which you sell or provide to any third party; (d) copy, modify, create derivative works from, frame, mirror, republish or distribute all or any portion of the app; (e) reverse engineer all or any part of the app; (f) access any part of the app, use the app or extract information from it to build a product or service which competes with or performs the same functions as the app; or (g) use our intellectual property in any other way that is not explicitly permitted under these T&Cs.
13.1. Nothing in these T&Cs will operate to exclude or limit our liability: (a) for death or personal injury caused by its negligence; (b) for any fraud or fraudulent misrepresentation; (c) any legal rights you may have as a consumer; or (d) to the extent that such liability cannot be excluded or limited under applicable law.
13.2. Our app is for domestic and private use only. You agree not to use our app for any commercial purposes. We shall have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13.3. Access to the app is provided “as is”. We provide the app on an “as is” and “as available” basis. We make no guarantee that the app will be uninterrupted or error free or fit for any particular purpose. While we take reasonable precautions to keep the app free of computer viruses and other malicious or harmful programs, we accept no liability for them. We also make no promises or guarantees, whether express or implied, that the content in the app is accurate, complete or up-to-date. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms, which may apply to the app, whether express or implied. You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
13.4. We are only responsible for loss that is foreseeable. If we fail to comply with these T&Cs, subject to 10.1, we are responsible for loss or damage you suffer that is a foreseeable result of our breach or negligence and contemplated at the time of entering into these T&Cs, but we are not responsible for any loss or damage that is not foreseeable or excluded under these T&Cs.
13.5. No liability for Offers, goods or services. We accept no responsibility or liability for:
(a) any Offer made by a Participating Brand;
(b) the failure of a Participating Brand to honour an Offer;
(c) loss of any anticipated saving or discount;
(d) the failure of a Participating Brands to operate systems necessary to redeem an Offer; or
(e) any goods or services which you purchase from a Participating Brand.
13.6. When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by meeting our minimum system requirements, following our user instructions or installing updates.
13.7. Total liability. Subject to 10.1 our aggregate liability to you for any loss or damage in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise connected to or arising out of these T&Cs shall in respect of any and all claims not exceed £100.
14. App store terms
14.1. Your use of the app under these T&Cs is also subject to any terms, rules or policies of any app store provider and/or operator (App Store Provider) from whom you have downloaded the App (App Store Terms). In the event of any conflict between these T&Cs and any App Store Terms, the App Store Terms will prevail. You and we acknowledge and agree that, if you have downloaded this app from the Apple App Store, Apple, and Apple’s subsidiaries, Google Store, Google and Google Subsidiaries, those parties are third party beneficiaries under these T&Cs and Apple and Google will have the right to enforce these T&Cs against you directly.
14.2. You acknowledge that these T&Cs are between us and you only, and not with the App Store Provider from whom you download the app and we, not the App Store Provider, are solely responsible for the app and the content thereof.
14.3. We and our service providers are responsible for any maintenance and support of the app and you acknowledge that any App Store Provider from whom you download the app is not under any obligation to you to carry out any maintenance and/or support for the app itself.
14.4. You acknowledge that in the event of any failure of our app to conform to any applicable warranty, you may notify the App Store Provider from whom you download the app, and the App Store Provider will refund the purchase price (if any) for the app to you and, to the maximum extent permitted by applicable law, the App Store Provider will have no other warranty obligation whatsoever with respect to the app.
14.5. You acknowledge that we, not the App Store Provider from whom you download the app, are responsible for addressing any claims of yours or any third party relating to the app.
14.6. You acknowledge that, in the event of any third party claim that our app or your use of our app infringes that third party’s intellectual property rights, the App Store Provider from whom you download the app will not be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
14.7. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties.
14.8. You acknowledge and agree that you will comply with applicable third party terms of agreement when using the app.
15.1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
15.2. Upon termination for any reason:
- 15.2.1. all rights granted to you under this Licence shall cease;
- 15.2.2. you must cease all activities authorised by this Licence; and
- 15.2.3. you must immediately delete or remove the Software from all software equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
16.1. We may transfer our rights and obligations under these T&Cs to another organisation, but this will not affect your rights or our obligations.
16.2. If we fail to insist that you perform any of your obligations under these T&Cs, or if we do not enforce any of our rights against you, or if we delay in doing so, that will not mean that we have waived any of our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
16.3. Each of the conditions of these T&Cs operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
16.4. These T&Cs do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
16.5. Other than as expressly set out in these T&Cs, no one other than you and us is intended to have any right or ability to enforce any of the provisions of these T&Cs. You owe your obligations under clauses 7, 8, 9 and 10 to us as well as Codilink UK Ltd which shall have the right to enforce those clauses against you as if it were a party to these T&Cs.
16.6. These T&Cs are governed by English law and the courts of England and Wales will have non-exclusive jurisdiction.
16.7. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
17. Contact us & complaints
17.1. Please contact us if you have any queries or concerns about these T&Cs. You can find our contact details on our website, or you can email us at email@example.com. We will generally respond within 7 days. We will keep you informed and try to resolve your query without undue delay.