Version 15 – October 2025
Platform Licence Agreement
Platform Licence Agreement
People Alchemy SaaS application – Learning Workflow Platform Licence Agreement
Version 15 – October 2025
The following is the current version of the license agreement for the People Alchemy Learning Workflow Platform.
Your organisation may have signed an earlier version or agreed to variations from the standard licensing agreement.
Contact support@peoplealchemy.com if you need further information.
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PEOPLE ALCHEMY – LEARNING WORKFLOW PLATFORM LICENCE AGREEMENT
THIS AGREEMENT is dated [ Date ]
PARTIES
1. People Alchemy Limited (Company No 3792933) whose registered office is at 85 Great Portland Street, London, W1W 7LT, UK. (PAL)
2. [ Customer ] whose registered office is at [registered address] (Licensee).
BACKGROUND
A. PAL has developed its Learning Workflow Platform (LWP) which is provided as Software as a Service (SaaS).
B. The LWP is a multi-tenanted software application which is configured for the Licensee’s use. The Licensee can build its own Pathways into the LWP or licence rights from PAL to utilise a ready to use Pathway, or both.
AGREED TERMS
1. Definitions
Applicable Laws
Means the General Data Protection Regulation (EU) 2016/679, any laws which implement any such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
Intellectual Property (IP)
Intellectual Property refers to creative work which can be treated as an asset or physical property.
Intellectual Property Rights (IPR)
Means copyright, patent, database rights, trade names, trademarks and any other matters in the nature of IP rights whether registered or unregistered.
Licensee
Means the firm or company named as Licensee as party to this Agreement.
Licensee Data
Means any data (whether personal data or not) owned by or originating from the Licensee, of which the Licensee is data controller.
Licensee IPR
Means any IPR in any content owned by and originating from the Licensee or Users which is incorporated into the System or any Pathway.
Pathway
Means a learning programme configured within the LWP. The Pathway contains content and configuration settings which become part of the System. Pathways may be licensed by PAL for use by the Licensee on a ready to use basis (PAL Pathways) or provided by the Licensee for incorporation into the System for its own use only.
PAL Pathway
Means any Pathway provided by PAL and licensed for use to the User as part of the System under this Agreement. PAL Pathways are either created by PAL or PAL has been granted rights by the owner to licence the use of such PAL Pathways to the Licensee.
Services
Means consultancy and services related to the LWP which are included in the license fee or are available from PAL for an additional fee. Services can include general support, building a new Pathway, customising a Pathway, translation of a Pathway into another language, or other customisation and consultancy.
Sub-Processor
Means any agent, subcontractor or other third party (excluding its employees) engaged by PAL for carrying out any processing activities on behalf of the Licensee in respect of the Licensee Data including those sub-processors listed at Schedule 1 of this agreement.
System
Means PAL’s SaaS LWP including any Pathways incorporated into it.
User
Means any User who is authorised by the Licensee to use the System.
2. Provision of the System and Services
2.1 PAL shall make the System available to the Licensee and provide any related Services subject to the terms of this agreement.
2.2 The Licensee is aware that and accepts that PAL can and will monitor use of the System by the Licensee and its authorised Users.
2.2 PAL shall use commercially reasonable endeavours to make the System available 24 hours a day, seven days a week, except for planned maintenance which will occur from time to time. Whenever possible, advance notice will be posted on the System to inform all Users of System downtime.
2.3 PAL will provide Services as and when agreed and if chargeable separate to the license fee, subject to quotation and acceptance in each case.
3. PAL’s Obligations
3.1 PAL undertakes that the provision of the System and any related Services will be dealt with in accordance with the terms of this Agreement and with reasonable skill and care.
3.2 The undertaking at clause 3.1 shall not apply to the extent of any non-conformance which is caused by use of the System contrary to PAL’s instructions or alteration of the System by any party other than PAL.
3.3 If the System does not conform, then PAL will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Licensee’s sole and exclusive remedy for any breach of the undertaking set out in clause 3.1.
PAL:
3.3.1 Does not warrant that the Licensee’s use of the System will be uninterrupted or error-free; or that the System will meet the Licensee’s requirements; and
3.3.2 Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Licensee acknowledges that the System may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.4 PAL warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
4. Licensee’s Obligations
4.1 The Licensee shall:
4.1.1 Provide PAL with all necessary co-operation and all access to such information as may be reasonably required by PAL in order to provide the System and any related Services;
4.1.2 Carry out all Licensee responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Licensee’s provision of such assistance as agreed by the parties, PAL may adjust any agreed timetable or delivery schedule as reasonably necessary;
4.1.3 Ensure that the Users use the System in accordance with the terms and conditions of this agreement and be responsible for any User’s breach of this agreement;
4.1.4 Be solely responsible for procuring and maintaining its internet connections, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee’s network connections or telecommunications links or caused by the internet.
4.2 The Licensee shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the System that:
4.2.1 Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
4.2.2 Facilitates illegal activity;
4.2.3 Depicts sexually explicit images;
4.2.4 Promotes unlawful violence;
4.2.5 Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
4.2.6 In a manner that is otherwise illegal or causes damage or injury to any person or property;
and PAL reserves the right, without liability or prejudice to its other rights to the Licensee, to disable the Licensee’s access to any material that breaches the provisions of this clause.
4.3 The Licensee shall not:
4.3.1 Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the System; or
(ii) attempt to reverse compile, disassemble or reverse engineer any part of the System.
4.3.2 Lease, transfer, assign, distribute or disclose the System to any third party except the authorised Users.
5. Licensee Data
5.1 The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data.
5.2 PAL will be responsible for backup of Licensee Data stored on the System. PAL will use reasonable endeavours to restore any lost or damaged Licensee Data from backups maintained by PAL.
5.3 Each party will comply with all applicable data protection legislation. If PAL processes any Licensee Data on the Licensee’s behalf when performing its obligations under this agreement, the parties agree that the Licensee shall be the data controller and PAL shall be a data processor.
5.3.1 PAL shall not permit any processing of Licensee Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable contract or obligation of confidence with regards to Licensee Data) without the prior specific or general written authorisation of the Licensee. In the case of a general authorisation PAL will notify the Licensee of any changes to the criteria used to select Sub-Processors to give the Licensee an opportunity to object to such changes;
5.3.2 PAL shall, prior to the relevant Sub-Processor carrying out any processing activities in respect of Licensee Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause that is enforceable by PAL and ensure each such Sub-Processor complies with all such obligations;
5.3.3 PAL shall provide a copy of the written contract mentioned in 5.3.2 upon the Licensee’s request;
5.3.4 The Licensee authorises PAL to use the services of the Sub-Processors listed at Schedule 1 of this agreement, which may involve processing Licensee Data;
5.3.5 The Licensee acknowledges and agrees that Licensee Data will be accessible to Sub-Processors of PAL listed at Schedule 1 in order to provide the System and carry out the Services and PAL’s other obligations under this agreement, and that this may involve limited transfer of data outside the UK under the terms agreed with the Sub-Processors;
5.3.6 The Licensee shall ensure that the Licensee is entitled to transfer the relevant Licensee Data to PAL so that PAL may lawfully use, process and transfer the personal data in accordance with this agreement on the Licensee’s behalf;
5.3.7 PAL shall process the Licensee Data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Licensee from time to time unless otherwise required by Applicable Laws;
5.3.8 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Licensee Data or its accidental loss, destruction or damage;
5.3.9 PAL shall ensure that all persons authorised by PAL or any Sub-Processors who have access to and/or process Licensee Data are obliged to keep the Licensee Data confidential;
5.3.10 PAL shall remain fully liable to the Licensee under this agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
5.3.11 PAL shall notify the Licensee without undue delay on becoming aware of a personal data breach.
5.4 On the end of the provision of the Services relating to the processing of Licensee Data, PAL shall securely dispose of the Licensee Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires PAL to store such Licensee Data. Any back up files will be removed within 12 months. This clause shall survive termination or expiry of this agreement.
6. Intellectual Property Rights (IPR)
6.1 The Licensee acknowledges and agrees that PAL or its licensors own all IPR in the LWP and PAL Pathways. The Licensee is granted no rights in PAL’s IPR other than as expressly stated in this Agreement.
6.2 PAL confirms that it has all rights in relation to the System that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
6.3 PAL acknowledges and agrees that the Licensee is and remains the owner of Licensee IP and all related IPR if supplied for incorporation into the System or any Pathway. The Licensee grants to PAL such rights to use the Licensee IP as are required to enable PAL to use and incorporate the Licensee IP into the System or Pathway.
6.4 PAL will be responsible for backup of Licensee IP stored on the System. On request, PAL will use reasonable endeavours to restore any lost or damaged Licensee IP from backups maintained by PAL.
7. Confidentiality
7.1 Neither party shall use, divulge or communicate to any other person any confidential information concerning the products, business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other party which may come to the first party’s knowledge during the course of this Agreement.
7.2 Each party will ensure that its employees and contractors are bound to it by restrictions as to confidentiality at least as stringent as it is bound to the other party by this Agreement. Each party will take all steps necessary to enforce such terms and will inform the other promptly of any breach.
7.3 The provisions of this clause 7 shall survive the termination of this Agreement but shall cease to apply to any information which comes into the public domain otherwise than through unauthorised disclosure by either party to this Agreement.
8. Indemnity (PAL’s Software Indemnity and Licensee’s Use Indemnity)
8.1 The Licensee shall indemnify PAL against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Licensee’s use of the System (including use of Licensee’s IP as incorporated into the System or any Pathway) provided that:
8.1.1 The Licensee is given prompt notice of any such claim;
8.1.2 PAL provides reasonable co-operation to the Licensee in the defence and settlement of such claim, at the Licensee’s expense; and
8.1.3 The Licensee is given sole authority to defend or settle the claim.
8.2 PAL shall indemnify the Licensee against any claim that the System infringes any effective United Kingdom patent, copyright, trademark or database right, and shall indemnify the Licensee for any amounts awarded against the Licensee in judgment or settlement of such claims, provided that:
8.2.1 PAL is given prompt notice of any such claim;
8.2.2 The Licensee provides reasonable co-operation to PAL in the defence and settlement of such claim, at PAL’s expense; and
8.2.3 PAL is given sole authority to defend or settle the claim.
8.3 In the defence or settlement of any claim, PAL may procure the right for the Licensee to continue using the System, replace or modify the System so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on 7 Business Days’ notice to the Licensee without any additional liability or obligation to pay liquidated damages or other additional costs to the Licensee.
8.4 In no event shall PAL be liable to the Licensee to the extent that the alleged infringement is based on:
8.4.1 A modification of the System by anyone not authorised by PAL;
8.4.2 The Licensee’s use of the System in a manner contrary to the reasonable, proper and lawful instructions given to the Licensee by PAL; or
8.4.3 The Licensee’s use of the System after notice of the alleged or actual infringement from PAL or any appropriate authority.
9. Limitation of Liability
9.1 Nothing in this Agreement excludes or limits the liability of either party for death or personal injury caused by the negligence of the other party or of its employees, nor for fraud or fraudulent misrepresentation.
9.2 Where one party is liable to the other in relation to any breach of contract or for negligence, the liability of the first party will be for direct losses only and will be limited (for any one event or series of related events) to 150% of the value of licence fees paid to PAL by Licensee during the previous year. This limitation does not affect the Licensee’s liability to pay in full for all licence fees due to PAL.
9.3 Except where specifically provided by this Agreement, neither party will be liable for:
* economic loss (including loss of income, loss of revenues, profits, contracts, business or anticipated savings);
* loss of goodwill or reputation;
* special, indirect or consequential loss; or
* damage to or loss of data including any data created by or stored with PAL, nor for the costs of recovering or replacing such data.
10. Term and Termination
10.1 This Agreement is for an initial term of one year but remains in force for as long as the Licensee continues to use the System. After the initial term either party may terminate this Agreement by serving no less than 30 days written notice upon the other. After termination the Licensee has no right to use the System but the provisions of clauses 5,6,7,8,9,10 and 17 of this Agreement will remain in force.
10.2 Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if the other party commits a material breach of this Agreement which is not capable of remedy or a material breach which is capable of remedy and fails to remedy the breach within 30 days of being notified of it in writing by the terminating party.
10.3 Fees are payable for use of the System and Pathways as specified in a separate commercial agreement between the parties.
11. Force Majeure
PAL shall have no liability to the Licensee under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of PAL or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic including government restrictions imposed because of epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Licensee is notified of such an event and its expected duration.
12. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13. Severance
13.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14. Entire Agreement
14.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
14.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
15. Third Party Rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16. Notices
16.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.
16.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
17. Law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Signatures
This Agreement has been entered into on the date stated at the beginning of it.
Signed by
Name and position: F P Matthews, CEO
for and on behalf of People Alchemy Ltd
Signed by
Name and position: […………………]
for and on behalf of The Licensee
Schedule 1- Processing of all data, including personal data
Sub-processor 1
IT Suppliers
From time-to-time PAL will subcontract one or more individual IT specialists (collectively IT Suppliers) to provide IT services.
In all cases, PAL will use reasonable efforts to ensure each IT Supplier contracted to supply IT services conforms with the following criteria:
Criteria for general authorisation
• Completes a probationary period of 3 months with limited or no access to the System and the System data
• Demonstrates adequate knowledge and skills to carry out the delegated tasks to a professional standard
• Has signed a Data Processing Agreement and Confidentiality Agreement with IDTA if necessary
• Satisfies PAL that they conduct their work within an adequately secure IT environment
• Complies with all data security and other requests made by PAL
Scope of processing
Services may include adding new features to the System, amending the System, System server configuration and maintenance, providing bug fixes for the System, testing the System, and providing support and maintenance to PAL for the System and related systems.
Data access
Only those IT Suppliers who need production System data access will be given access. Other IT Suppliers will work on the development and staging systems where there is no live production data.
Types of data
Includes remote access to the full System database which may include the following personal data: Names, email addresses, mobile phone numbers, Internet Protocol addresses in connection logs, notes and files uploaded by users onto the system, and audit of actions within the System.
Data location
All data, including backups, are physically located on servers in the United Kingdom.
Data retention
Data processing will cease, and all data deleted by the IT Supplier on termination of the contract and the associated Data Processing Agreement and Confidentiality Agreement between PAL and the IT Supplier.
Terms under which data processing is carried out
The Data Processing and Confidentiality Agreement between PAL and each IT Supplier is available on request.
PAL will provide on request a full list of all IT Suppliers contracted by PAL at the time of the request.
Sub-processor 2
FastMail Pty Ltd (company number ABN 31 142 646 580) based at PO Box 234, Collins Street West, VIC 8007, Australia (Fastmail)
Scope of processing
PAL uses Fastmail email servers to store archives of emails sent to and from the System.
Types of data
Emails may include the following personal data: Names, email addresses
Data location
United States of America
Data retention
Maximum retention period for any email on Fastmail servers is set at 180 days.
Data relating to a specific individual can be deleted on request.
Terms under which data processing is carried out
Fastmail Pty privacy policy https://www.fastmail.com/about/privacy.html
Sub-processor 3
Vonage Holdings Corp. of Suite 2416, 101 Crawfords Corner Road, Holmdel, New Jersey 07733, USA. Vonage is a subsidiary of Ericsson. (Vonage)
Scope of processing
PAL uses Vonage APIs as an SMS gateway service to send and receive SMS text messages.
Types of data
SMS messages may include the following personal data: Name, mobile phone number
Data location
United States of America
Data retention
Message logs are retained for 45 days
Data relating to a specific individual can be deleted on request.
Terms under which data processing is carried out
Vonage data policies https://www.vonage.com/legal/privacy-policy/ and https://www.vonage.com/legal/information-security-policy/
Sub-processor 4
Copyleaks Inc of 115 East 23rd Street, New York, NY 10010, USA (CopyLeaks)
Scope of processing
PAL uses CopyLeaks services to assess user generated content for plagiarism and AI input.
Types of data
The data sent to CopyLeaks is generated by Learners and pseudonymised. PAL does not check within the content data for personally identifiable information that may have been included by Learners.
Data location
United States of America
Data retention
Data relating to a specific individual can be deleted on request.
All data is deleted within 90 days of the termination of the contract between CopyLeaks and PAL.
Terms under which data processing is carried out
See https://copyleaks.com/privacy-policy and https://copyleaks.com/compliance-certifications
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Last updated: Version 15 – October 2025