The contract between HQAlign Ltd and the organisation using the Platform.
Please read these Terms and Conditions carefully and ensure that you understand them before using the Platform. These Terms and Conditions, together with any other documents referred to herein, set out the terms governing your use of the HQAlign Platform (as defined below in clause 1), accessible at HQAlign.com and via any associated authenticated application, APIs, and Documentation. 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 6th September 2026.
In these Terms and Conditions, references to “you” and “your” mean Customer (the organisation defined in clause 1.1). The personal commitments of each individual Authorised User accessing the Service under Customer’s account are set out separately in the Acceptable Use Policy at https://hqalign.com/legal/aup; an Authorised User does not become a party to these Terms and Conditions in their personal capacity (see clause 30).
Customer’s agreement to comply with these Terms and Conditions is indicated by Customer’s use of the Platform. If Customer does not agree to these Terms and Conditions, Customer (and its Authorised Users) must stop using the Platform immediately.
The following documents also apply to your use of the Platform and are incorporated into these Terms and Conditions by reference:
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
2.1 The Platform is operated by HQAlign Ltd. We are a limited company registered in England and Wales under company number 15815964. Our registered address is 71-75 Shelton Street, Covent Garden, London, UK.
2.2 We were previously incorporated under the name KanbanGenie Limited, and the Platform was previously made available under the name TaskVal at taskval.com. The change of company name was registered at Companies House on 5th May 2026, and the Platform was rebranded from “TaskVal” to “HQAlign” at the same time. The change is a change of name only. We are the same legal entity, with the same company number (15815964) and registered address as before; the Platform, its features, the Documentation, the team operating it, and Our obligations to Customer under these Terms and Conditions are unchanged. Any reference in any prior agreement, communication, invoice, or document to “KanbanGenie Limited”, “TaskVal”, “TaskVal.com”, or “KanbanGenie” shall, on and from 5th May 2026, be read as a reference to HQAlign Ltd or the Platform (as the context requires) and shall continue to have full force and effect.
To contact Us, please use the web form located within the Platform at “https://hqalign.com/contact”.
4.1 Access to the public marketing pages of the Platform is currently free of charge. Access to the Service may be free of charge or subject to Fees, as set out in the applicable Subscription. Pricing may change in the future. Registration for the Service may be restricted, invite-only, or subject to approval at Our discretion.
4.2 It is your responsibility to make the arrangements necessary in order to access the Platform, including providing your own internet connection, hardware, software, and compatible browser.
4.3 Access to the Platform is provided on an “as is” and on an “as available” basis. We may suspend, modify, or discontinue the Platform (or any part of it) at any time. We do not guarantee that the Platform will always be available or that access to it will be uninterrupted.
4.4 We make no warranty or representation as to uptime, response time, throughput, performance, or availability of the Service, except as set out in any service level agreement separately executed in writing between Us and Customer. Nothing in marketing material, sales communications, or general statements on the Platform constitutes a service level commitment.
4.5 We may modify, update, suspend, or discontinue any part of the Platform at any time. Where reasonably practicable, We will give notice of material changes that materially reduce the functionality of the Service before those changes take effect. Where Customer does not wish to continue using the Service following any such change, Customer’s remedy is to cancel its Subscription in accordance with clause 29.2, which Customer may do at any time. No refund, credit, or compensation is payable in respect of any change to the Platform or the Service. Changes made to features that are new, incomplete, or in active development are not a reduction in the functionality of the Service for the purposes of this clause 4.5.
4.6 Fair Usage. All use of the Service is subject to fair-usage, capacity, storage, and rate limits determined by Us at Our sole discretion, which We may set, vary, and enforce at any time in order to protect the availability, security, performance, and cost of the Service for all users. These limits apply to every Customer, whether access is on a Paid Subscription, a Trial, a free plan, or any other basis. Where Customer exceeds a limit, We may throttle, restrict, or suspend the affected use. Where Customer holds a Paid Subscription and the excess use is neither abusive nor in breach of these Terms and Conditions or the AUP, We will, where reasonably practicable, notify Customer and allow a reasonable opportunity to reduce usage before restricting access. Action taken under this clause is not a reduction in the functionality of the Service for the purposes of clause 4.5.
4.7 Indicative Statements and Future Features. Any statement made by Us about pricing, plans, features, benefits, roadmap, or availability dates - whether on the Platform, in marketing material, in a demonstration, or in any other communication - is indicative only, describes Our current intention at the time it is made, and is not a commitment, representation, warranty, or contractual term. We may change, delay, or abandon any planned or announced feature at any time, for any reason, and without notice or liability. The only functionality Customer is entitled to is the functionality actually available in the Service at the relevant time. No such statement forms part of these Terms and Conditions or of any Subscription unless We have expressly agreed otherwise in writing. For the avoidance of doubt, changing, delaying, or abandoning a planned or announced feature is not a reduction in the functionality of the Service for the purposes of clause 4.5, and gives rise to no right to a refund, credit, termination, or compensation. Customer acknowledges that it does not rely on any such statement in entering into or renewing any Subscription (see also clause 24.2).
We may alter and update the Platform (or any part of it) at any time and without notice. The Platform is under continuous development and We iterate on it rapidly: features, workflows, interfaces, and processes may be added, changed, or removed. Save for Our notice obligations under clauses 4.5 and 6.1, and Customer’s right to cancel under clause 29.2, We shall not be liable for any inconvenience, loss of functionality, or disruption caused by any change made to the Platform.
6.1 We may alter these Terms and Conditions from time to time. The “last updated” date at the top of this page will reflect any change. Where the changes are material and adverse to Customer, We will notify Customer by email (to the account contact) or by an in-product notice at least thirty (30) days before they take effect. If Customer does not accept the changes, Customer’s remedy is to cancel its Subscription in accordance with clause 29.2, which Customer may do at any time; no refund, credit, or compensation is payable. For non-material changes, or changes that are not adverse to Customer, the change takes effect on publication. Customer’s continued use of the Service after the effective date constitutes acceptance of the changes.
6.2 We may, at Our sole discretion, require Customer or any Authorised User to accept an updated version of these Terms and Conditions, or of any document referred to in them, before continuing to use the Service. We are not obliged to do so, and the fact that We have not required acceptance of a particular change does not affect the validity or effect of that change, which takes effect in accordance with clause 6.1.
6.3 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.
The Platform is primarily intended for users in the United Kingdom. We make no representation that the Platform or its Content is suitable for use, lawful, or available in any other jurisdiction. Customer is solely responsible for compliance with local law in any jurisdiction in which it accesses or uses the Platform.
8.1 All Content forming part of the Platform 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 is protected by applicable United Kingdom and international intellectual property laws and treaties.
8.2 You may access, view, and use the Platform in a web browser (including any web browsing capability built into other types of software or app) and you may download Content from the Platform (or any part of it) for caching (this usually occurs automatically).
8.3 You may print one copy and download extracts of any page(s) from the Platform for personal use only.
8.4 You may not modify the printed copies or downloaded extracts in any way. Images, video, audio, or any other Content downloaded from the Platform must not be used separately from accompanying text.
8.5 Our status as the owner and author of the Content forming part of the Platform (or that of identified licensors, as applicable) must always be acknowledged.
8.6 You may not use any Content downloaded from the Platform for commercial purposes without first obtaining a licence from Us (or our licensors, as applicable). This does not prevent the normal access, viewing, and use of the Platform for general information purposes by business users.
8.7 Nothing in these Terms and Conditions limits or excludes the provisions of Chapter III of the Copyright, Designs and Patents Act 1988, ‘Acts Permitted in Relation to Copyright Works’, which provides exceptions allowing certain uses of copyright material including (but not limited to) non-commercial research and private study; text and data mining for non-commercial research; criticism, review, and reporting current events; teaching; accessibility; time-shifting; and parody, caricature, and pastiche. Further information is available from the UK Intellectual Property Office.
8.8 As between the parties, Customer owns all Customer Data. Customer grants Us a worldwide, non-exclusive, royalty-free licence to host, copy, store, transmit, process, display, modify (for formatting and display purposes), and back up Customer Data solely as needed to provide, secure, and support the Service, and to comply with applicable law or a request from a competent authority. Use of identifiable Customer Data for product improvement is not permitted under this licence; improvement-related processing of anonymised and aggregated data is governed by clause 8.9. This licence terminates when the Customer Data is deleted from the Service in the ordinary course, save for retention required by law or for routine backup cycles.
8.9 Customer grants Us a perpetual, irrevocable, worldwide, royalty-free licence to use anonymised and aggregated data derived from Customer’s use of the Service (data that does not identify Customer, any individual, or any third party) for the purposes of operating, securing, analysing, improving, and benchmarking the Service.
8.10 All intellectual property rights in the Service itself, including its software, design, structure, and Documentation, belong to Us or Our licensors. Nothing in these Terms transfers any of those rights to Customer; Customer is granted only the limited right to access and use the Service in accordance with these Terms during the term of its Subscription (or, where access is free, during the period of authorised access). No use of, access to, contribution to, feedback on, or collaboration in connection with the Service or the Platform confers on Customer (or any user authorised by Customer) any ownership, co-ownership, joint authorship, joint inventorship, partnership, joint venture, or any other proprietary interest in the Service, the Platform, or any part of either. The relationship between the parties is solely that of independent contractors.
8.11 Feedback. Customer (and any user authorised by Customer) may from time to time provide Us with feedback, suggestions, ideas, comments, feature requests, or other input relating to the Platform or the Service (“Feedback”). All Feedback is provided voluntarily and on a non-confidential basis. Customer hereby assigns to Us, with full title guarantee, all right, title, and interest (including all intellectual property rights) in and to all Feedback, and waives all moral rights in any Feedback to the fullest extent permitted by law. Customer is not entitled to any payment, royalty, attribution, ownership, or other consideration in respect of any Feedback or any use We make of it.
8.12 Improvements and Derivatives. Any improvements, enhancements, modifications, fixes, updates, or derivative works of the Platform or the Service - including those developed in response to Feedback, Customer requests, Customer’s use of the Service, or any collaboration with Customer - are the sole and exclusive property of Us, together with all intellectual property rights in them, regardless of who first identified the need for them.
9.1 You may link to any page on the Platform.
9.2 Links to the Platform must be fair and lawful. You must not take unfair advantage of Our reputation or attempt to damage Our reputation.
9.3 You must not link to the Platform in a manner that suggests any association with Us (where there is none) or any endorsement or approval from Us (where there is none).
9.4 Your link should not use any logos or trade marks displayed on the Platform without Our express written permission.
9.5 You must not frame or embed the Platform on another website without Our express written permission.
9.6 You may not link to the Platform 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.
10.1 Links to other websites may be included within the Platform. Unless expressly stated, these sites are not under Our control. We accept no responsibility or liability for the content of third-party websites.
10.2 The inclusion of a link to another website within the Platform 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.
11.1 Nothing within the Platform constitutes professional advice on which you should rely. It is provided for general information and productivity purposes only.
11.2 We make reasonable efforts to ensure that the Content forming part of the Platform and the information presented within it is complete, accurate, and up to date, but We make no warranties, representations, or guarantees (express or implied) that this will always be the case.
11.3 To the fullest extent permitted by law, We exclude all implied representations, warranties, conditions, and other terms that may apply to the Platform and Content.
11.4 The Service is a productivity tool. Customer is solely responsible for its strategic, operational, financial, personnel, and commercial decisions, including any decisions informed by data, reports, dashboards, alignments, prioritisations, or visualisations produced by, or accessed through, the Service. We make no warranty that the Service will produce any particular business outcome, improve performance, achieve alignment, or be suitable for Customer’s specific business processes.
11.5 We do not warrant that the Service will be uninterrupted, error-free, secure, free from defects or vulnerabilities, or fit for any particular purpose. Customer accepts that internet-based services are inherently subject to risks including downtime, latency, data corruption, and security incidents that may arise notwithstanding reasonable measures. Customer further accepts that the Service is under continuous development and that Customer may encounter defects, errors, downtime, incomplete features, or placeholder content. We encourage Customer to report any such issue to Us using the contact route in clause 3 or from within the Service. This does not relax Our security obligations, which continue to apply in full.
11.6 No Warranties For Unpaid Use. For any Customer using the Service on a Trial, a free plan, or any other unpaid basis, the Service is provided strictly “as is” and “as available”. We make no warranties of any kind, whether express or implied, regarding availability, performance, accuracy, security, completeness, or suitability for any purpose. Customer’s sole remedy for any dissatisfaction with such use is to stop using the Service. This clause is in addition to, and does not limit, the disclaimers elsewhere in this clause 11, the as-is provision in clause 4.3, or the liability cap in clause 12.4.
12.1 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.
12.2 Subject to clause 12.1, 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) the Platform, or the use of or reliance upon any Content, data, output, or material included in or produced by the Platform.
12.3 Subject to clause 12.1, We accept no liability for: loss of profit, sales, business, contracts, or revenue; loss of business opportunity, goodwill, or reputation; loss of anticipated savings; business interruption; loss, corruption, or alteration of data (subject to clause 12.5); wasted management or office time; or for any indirect, special, or consequential loss or damage, however arising.
12.4 Subject to clauses 12.1 and 12.5, Our total aggregate liability to Customer arising out of or in connection with the Platform, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall not exceed:
If a court of England and Wales determines that the limit in clause 12.4(b) is unenforceable, that limit shall instead be such minimum monetary amount as is required under the laws of England and Wales for paragraph (b) to be valid and enforceable.
Multiple claims arising from the same or related events shall count as a single claim for the purposes of this cap.
12.5 Customer is solely responsible for maintaining its own backups of Customer Data. We may perform routine backups for Our own operational purposes, but We make no warranty about backup frequency, retention period, recoverability, or completeness beyond what is set out in Our then-current backup policy (if any). Save to the extent caused by Our gross negligence or wilful misconduct, We have no liability for any loss, deletion, alteration, or corruption of Customer Data.
12.6 The exclusions and limitations in this clause 12 apply to all liability of Us and any of Our affiliates, directors, officers, employees, contractors, and sub-processors, however arising.
13.1 We exercise reasonable skill and care to ensure that the Platform is secure and free from viruses and malware; however, We do not guarantee that this is the case.
13.2 Customer is responsible for ensuring that each of its Authorised Users handles their account credentials securely, protects their own systems against viruses and malware, and complies with the personal security commitments set out in the AUP at “https://hqalign.com/legal/aup” (including, without limitation, the prohibitions on introducing malware, on unauthorised access attempts, and on denial-of-service attacks).
13.3 Customer is responsible to Us for any acts or omissions of any of its Authorised Users in breach of the AUP or of this clause 13, as if they were the acts or omissions of Customer itself. Breach by any Authorised User of the security prohibitions in the AUP may also constitute a criminal offence under the Computer Misuse Act 1990, in which case We may report the breach to the relevant law enforcement authorities and cooperate with those authorities, and the right to access the Service of any Authorised User concerned (and, where appropriate, of Customer) will cease immediately.
14.1 Customer shall ensure that each Authorised User accepts and complies with the AUP at “https://hqalign.com/legal/aup” as a condition of accessing the Service. The AUP sets out the personal acceptable-use commitments of each Authorised User, including (without limitation): lawful use; the prohibition on personal, household, or consumer use; the prohibition on reverse-engineering the Service (subject to sections 50B and 296A of the Copyright, Designs and Patents Act 1988); the prohibition on using the Service to build, train, develop, or improve a competing product or service; the requirement not to share account credentials between users (one paid seat is for one human user at any one time, save that Customer may reassign a seat to a different Authorised User where the previous holder no longer requires access, provided the previous holder’s credentials are revoked at the point of reassignment); the requirement not to exceed any fair-usage, capacity, or rate limits; the prohibition on submitting, uploading, or transmitting explicit, pornographic, obscene, unlawful, or otherwise objectionable material, whether as Customer Data or in any community, feedback, or other shared area of the Service; the prohibition on recording special category personal data or criminal-conviction data in the Service; the prohibition on using the Service to assess, appraise, or manage the performance of any individual; and the requirement not to access the Service by any automated or scripted means except via APIs or integrations We have documented or expressly authorised.
14.2 If Customer or any of its Authorised Users fails to comply with the AUP, this Part 14, or clause 19, Customer will be in breach of these Terms and Conditions. We may take one or more of the following actions in response:
14.3 We exclude any and all liability arising out of any reasonable action taken by Us in good faith (including, but not limited to, those set out above in Part 14.2) in response to a breach by Customer or any Authorised User.
15.1 In addition to Our termination rights, We may suspend Customer’s access to all or any part of the Service, with immediate effect, if: (a) Customer fails to pay any Fees when due; (b) We reasonably suspect a breach of these Terms by Customer or any user authorised by Customer; (c) We reasonably suspect a security risk, fraud, or unlawful activity associated with Customer’s account; (d) We are required to do so by law or by a competent authority; or (e) continued provision of the Service would, in Our reasonable opinion, expose Us or any third party to material risk.
15.2 Where reasonably practicable and not prejudicial to security or legal compliance, We will give Customer prior notice of suspension and an opportunity to remedy the underlying issue. Suspension does not relieve Customer of its obligation to pay any Fees that have accrued.
15.3 Suspension is without prejudice to Our right to terminate Customer’s access to the Service in accordance with these Terms.
15.4 Customers Without a Paid Subscription. Notwithstanding clauses 15.1 to 15.3, where Customer does not hold a Paid Subscription, We may suspend, restrict, or permanently delete Customer’s account, and any organisation and Authorised User accounts within it together with the associated Customer Data, at any time, at Our sole discretion, for any reason or no reason, without notice and without liability. Reasons may include (without limitation) abuse or misuse of the Service, a change to the Platform that would otherwise require a difficult migration, performance or stability concerns, breach of clause 19 (Business Use Only), or prolonged inactivity. Clause 15.2 does not apply to action taken under this clause 15.4. Customer remains responsible for maintaining its own backups of Customer Data (see clause 12.5). Any deletion under this clause is subject to any retention required by law and to clause 12 of the Data Processing Agreement.
15.5 Termination For Cause. Where We suspend or terminate Customer’s access under clause 14.2, clause 15.1, clause 19.3, or clause 29.3, We are not required to give Customer any period of notice beyond that expressly stated in the clause relied upon, no refund or credit of Fees is due, and We may delete Customer’s account, its organisation and Authorised User accounts, and the associated Customer Data with immediate effect, subject to any retention required by law and to clause 12 of the Data Processing Agreement. This applies whether or not Customer holds a Paid Subscription.
16.1 Customer shall indemnify Us against all claims, losses, damages, liabilities, costs (including reasonable legal fees), and expenses suffered or incurred by Us, arising out of or in connection with: (a) Customer Data, including any claim that Customer Data infringes the rights of a third party or breaches applicable law; (b) Customer’s use of the Platform in breach of these Terms or applicable law; (c) any breach by Customer of clause 19 (Business Use Only); and (d) any third-party claim arising from acts or omissions of Customer or any user authorised by Customer in connection with the Platform.
16.2 We will: (a) notify Customer promptly of any claim covered by this indemnity; (b) not make any admission or settlement without Customer’s prior consent (such consent not to be unreasonably withheld or delayed); and (c) provide Customer with reasonable assistance in defending the claim, at Customer’s cost.
17.1 We use third-party infrastructure providers (including, but not limited to, cloud hosting, database, email, content delivery, monitoring, and analytics providers) to deliver and support the Platform. Our use of such providers is necessary to operate the Service.
17.2 Subject to clause 17.3, We are not liable for any outage, performance degradation, data loss, security incident, or other failure of the Platform to the extent caused by such third-party providers, beyond the remedies (if any) We are reasonably able to recover from those providers and pass on to Customer. This clause does not limit Our liability for breach of clause 12.1.
17.3 In respect of Our Processing of Customer Personal Data (as defined in the Data Processing Agreement), the position in clause 17.2 is overridden by clause 6.5 of the Data Processing Agreement, under which We remain responsible to Customer for the acts and omissions of Our Sub-processors as if they were Our own. The aggregate liability cap in clause 12 continues to apply.
17.4 A current list of material sub-processors used in the provision of the Service is set out in Annex 3 of Our Data Processing Agreement at “https://hqalign.com/legal/dpa”. Customer’s general authorisation of, and right to object to, sub-processors is also set out in that Data Processing Agreement.
18.1 Neither party shall be in breach of these Terms, nor liable for any failure or delay in performance, to the extent caused by events beyond its reasonable control, including: acts of God; fire, flood, earthquake, or other natural disaster; war, armed conflict, terrorism, civil unrest, or sanctions; pandemic or epidemic; act or omission of any government or regulatory authority; large-scale failure of the public internet or telecommunications networks; a large-scale cyber-attack on infrastructure provided by a sub-processor that materially impairs that sub-processor’s ability to provide the relevant service; or industrial action or strike action affecting third-party providers (each a “Force Majeure Event”).
18.2 The party affected by a Force Majeure Event shall promptly notify the other party of its occurrence and use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Subscription on written notice.
18.3 Customer’s obligation to pay Fees that have already accrued is not excused by a Force Majeure Event.
19.1 The Platform is provided exclusively for use by businesses, trades, professions, and other organisations. Personal use of the Platform - including, but not limited to, use by a consumer (within the meaning of the Consumer Rights Act 2015) for managing personal tasks, household projects, personal life goals, or any other purpose not connected to a business, trade, or profession - is not permitted.
19.2 Customer warrants that it is, and shall remain throughout the term of any Subscription or other access to the Service, acting in the course of a business, trade, profession, or other organisational capacity. Each Authorised User is required to give the equivalent personal warranty in the AUP. The person accepting these Terms and Conditions on Customer’s behalf warrants that they have authority to bind Customer (see also clause 30).
19.3 A breach of this clause 19 is a material breach of these Terms. We may, at Our sole discretion, suspend or terminate access under clause 14, 15, or 29 (Termination), without notice and without liability.
19.4 For the avoidance of doubt, sole traders, freelancers, consultants, and individual professionals acting in the course of their business, trade, or profession are business users for the purposes of these Terms. Individuals using the Platform purely for personal life management, personal goal-setting, or other consumer purposes are not.
We will only use your personal information as set out in Our Privacy Policy, available at “https://hqalign.com/legal/privacy”.
21.1 If We have your contact details, 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 the Platform or to these Terms and Conditions.
21.2 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. If you opt out of marketing emails from Us, We will action your request without undue delay; you may continue to receive emails already in transit for a short period afterwards.
21.3 For questions or complaints about communications from Us, please contact Us using the details above in Part 3.
22.1 These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise), shall be governed by, and construed in accordance with, the laws of England and Wales.
22.2 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 England and Wales.
If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.
24.1 These Terms and Conditions (together with the documents referred to in them) constitute the entire agreement between you and Us in relation to their subject matter, and supersede any prior agreement, understanding, statement, or representation between the parties relating to that subject matter.
24.2 You acknowledge that, in entering into these Terms and Conditions, you have not relied on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or in the documents referred to in them. Nothing in this clause limits Our liability for fraud or fraudulent misrepresentation.
25.1 We may at any time assign, transfer, sub-contract, or otherwise dispose of any of Our rights or obligations under these Terms and Conditions, including in the context of a merger, acquisition, restructuring, or sale of all or part of Our business.
25.2 You may not assign, transfer, or sub-contract any of your rights or obligations under these Terms and Conditions without Our prior written consent.
No failure or delay by either party to exercise any right or remedy under these Terms and Conditions shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall prevent further exercise of that or any other right or remedy. A waiver of any right or remedy is only effective if given in writing and signed by the waiving party.
27.1 Any notice required to be given under these Terms and Conditions shall be in writing and in English.
27.2 Notices to Us shall be sent via the web form set out in Part 3, or by post to Our registered office address set out in Part 2.
27.3 Notices to Customer shall be sent to the email address associated with Customer’s account or, where Customer has provided one, the postal address most recently notified to Us.
27.4 A notice sent via the web form (or by email, where We have provided an email address for such notices) is deemed received on the next business day following submission, provided no failure notice is received. A notice sent by post is deemed received two business days after posting (first class) within the United Kingdom. A notice sent by email from Us to the email address associated with Customer’s account is deemed received on the next business day following sending.
The following clauses survive any termination or expiry of these Terms and Conditions and continue in effect: clause 1 (Definitions), clause 8 (Intellectual Property), clause 11 (Disclaimers), clause 12 (Our Liability), clause 16 (Customer Indemnity), clause 17 (Sub-processors and Third-Party Services), clause 22 (Law and Jurisdiction), clause 23 (Severability), clause 24 (Entire Agreement), clause 26 (Waiver), clause 27 (Notices), this clause 28, clause 29 (Termination, including the effect-of-termination provisions in clause 29.4), clause 30 (Customer, Authorised Users, and Acceptance), clause 31 (Fees, Billing, and Payment, in respect of any amount accrued before termination), clause 33 (Publicity and Promotional Material), clause 35 (Variation), and clause 36 (Third Party Rights).
29.1 Termination by Us. Subject to clause 15.4, We may terminate Customer’s access to the Service on notice, for any reason or no reason. Where Customer holds a Subscription, termination under this clause takes effect at the end of the then-current Billing Period; where Customer holds a Trial, a free plan, or any other unpaid access, it takes effect on notice. We are not obliged to give any reason for termination under this clause. No refund, credit, or compensation is payable in respect of the Billing Period in which termination takes effect or any earlier period.
29.2 Cancellation by Customer. Customer may cancel any Subscription at any time, using any cancellation facility We make available within the Service or by written notice to Us. Cancellation takes effect at the end of the then-current Billing Period, and Customer retains access to the Service until then. No cancellation fee applies and no notice period is required. No refund or credit of Fees paid for the then-current or any preceding Billing Period is due.
29.3 Termination for cause. Either party may terminate the Subscription with immediate effect by written notice if the other party: (a) commits a material breach of these Terms which is incapable of remedy or, if capable of remedy, is not remedied within thirty (30) days of written notice requiring it to be remedied; or (b) becomes insolvent, enters administration, has a receiver appointed over its assets, makes a composition with its creditors, or ceases to carry on business.
29.4 Effect of termination. Termination does not affect any rights or obligations that have accrued before termination. The clauses identified in clause 28 (Survival) continue in effect. Customer’s rights in respect of Customer Personal Data on termination, including the limited period during which a copy may be requested and the basis on which it is provided, are governed by clause 12 of the Data Processing Agreement at “https://hqalign.com/legal/dpa”. Customer is solely responsible for retrieving Customer Data it wishes to keep before termination takes effect; access to the Service ends on termination and We are under no obligation to restore it for that purpose.
30.1 Customer (the organisation defined in clause 1.1) is the sole party to these Terms and Conditions with Us. No Authorised User of Customer becomes a party to these Terms and Conditions in their personal capacity by virtue of accessing or using the Service. The personal commitments of each Authorised User in connection with their use of the Service are set out in the AUP at “https://hqalign.com/legal/aup”, which each Authorised User must accept as a condition of accessing the Service.
30.2 Customer permits one or more individuals to access and use the Service under Customer’s account (“Authorised Users”). Customer:
30.3 The aggregate liability cap in clause 12 applies per Customer in respect of all claims arising from or in connection with use of the Service by Customer and its Authorised Users collectively, and is not multiplied by the number of Authorised Users.
30.4 By accepting these Terms and Conditions, or any related agreement entered into alongside them (including the Data Processing Agreement), whether by clicking accept, by being the first Authorised User to use the Service on Customer’s behalf, or by paying Fees, the person accepting warrants that they have authority to bind Customer in respect of each such agreement.
31.1 Charging basis. Fees are charged per Authorised User, at the prices published by Us for Customer’s subscription at the relevant time, subject to any minimum number of billable users We publish. The published prices, the billing currency, and the basis on which users are counted are as set out on Our pricing page from time to time. This clause governs how Fees are charged; it does not fix the amount of any Fee.
31.2 Billing Periods and payment in advance. Fees are payable monthly in advance for each Billing Period. The first Billing Period begins when Customer’s Subscription starts.
31.3 Recurring payment authorisation. Customer authorises Us, and Our payment processor acting on Our behalf, to charge the payment method Customer has provided for the Fees due for each Billing Period, automatically and without further authorisation, on each renewal date until the Subscription is cancelled in accordance with clause 29.2. Customer’s Subscription renews automatically for successive Billing Periods unless and until it is cancelled.
31.4 Changes in user numbers. Where the number of Authorised Users increases during a Billing Period, We may charge the additional Fees either immediately, on a pro-rata basis for the remainder of that Billing Period, or from the start of the next Billing Period, as We determine. Where the number decreases, no refund or credit is due for that Billing Period, and the reduction takes effect from the start of the next Billing Period.
31.5 Price changes. We may change Our prices at any time. Where a change increases the Fees payable by Customer, We will give Customer at least thirty (30) days’ notice by email to the account contact or by an in-product notice, and the new prices will take effect from the first renewal date falling at least thirty (30) days after that notice. Price changes never take effect during a Billing Period for which Fees have already been paid. If Customer does not accept the new prices, Customer’s remedy is to cancel in accordance with clause 29.2 before that renewal date.
31.6 Tax. All Fees are exclusive of value added tax and any other applicable sales, use, or similar taxes, which Customer shall pay in addition at the prevailing rate. Where Customer is established outside the United Kingdom and the reverse charge or an equivalent mechanism applies, Customer shall provide Us with a valid tax registration number and any other evidence We reasonably require; Customer is responsible for accounting for any tax due in its own jurisdiction.
31.7 Failed payments. If a payment fails, We (or Our payment processor) may re-attempt it. If Fees remain unpaid, We may suspend Customer’s access to all or any part of the Service in accordance with clause 15.1(a), and may terminate under clause 29. Suspension does not relieve Customer of its obligation to pay Fees that have accrued.
31.8 Late payment. We may charge interest and recover reasonable costs on any overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
31.9 No set-off. Customer shall pay all Fees in full without any set-off, counterclaim, deduction, or withholding, except as required by law.
31.10 Chargebacks. If Customer disputes any charge, Customer shall raise the dispute with Us using the contact route in clause 3 before initiating a chargeback or payment reversal with its card issuer or bank. Initiating a chargeback without first doing so is a breach of these Terms and Conditions and entitles Us to suspend Customer’s access with immediate effect under clause 15.1.
31.11 Fees are non-refundable. Except where these Terms and Conditions expressly state otherwise, all Fees are non-refundable, including on cancellation, suspension, or termination, and including where Customer has not used the Service during a Billing Period for which Fees have been paid.
31.12 Trials. No Fees are payable in respect of a Trial, and no payment method is charged, unless and until Customer takes out a Subscription. A Trial does not convert automatically into a Subscription. On expiry of a Trial, or at any time during it, We may restrict, suspend, or remove access to the Service or any part of it in accordance with clause 15.4.
32.1 We provide support in relation to the Service using reasonable endeavours, through such channels as We make available from time to time. We give no commitment as to response time, resolution time, availability of support, or the outcome of any support request, and nothing in this clause creates a service level of any kind.
32.2 We may change, restrict, or withdraw any support channel at any time, and may decline to provide support in respect of any use of the Service that is outside its documented purpose, in breach of these Terms and Conditions or the AUP, or in respect of a Customer that does not hold a Paid Subscription.
33.1 Customer identification. We may state that Customer is, or has been, a user of the Service, and may use Customer’s name, trading name, and logo for that purpose on the Platform, in marketing material, and in communications with prospective customers.
33.2 Promotional material. Where Customer or any Authorised User provides Us with any testimonial, review, rating, quotation, endorsement, case study, contribution to a case study, interview, survey response, or other written, recorded, or visual statement about Us, the Platform, or the Service (together, “Promotional Material”), Customer grants Us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable, and sublicensable licence to use, reproduce, publish, display, distribute, adapt, edit (including for length, format, and clarity), and translate that Promotional Material, in any medium now known or later devised, for marketing, promotional, sales, and business purposes, without further approval, attribution, or payment.
33.3 Customer warrants that it has the right to grant the licence in clause 33.2, and that the Promotional Material does not infringe the rights of any third party. Customer is responsible for obtaining any consent it requires from any individual before providing Promotional Material to Us.
33.4 We are under no obligation to publish, or to continue publishing, any Promotional Material or any reference to Customer, and may edit, withdraw, or remove any of it at any time and for any reason.
33.5 This clause 33 is separate from, and does not limit, clause 8.11 (Feedback), which governs suggestions, ideas, and other input relating to the Platform or the Service.
34.1 The Service may allow Customer to connect it to third-party products, services, or applications (“Third-Party Integrations”). Whether to enable a Third-Party Integration is Customer’s decision.
34.2 By enabling a Third-Party Integration, Customer instructs Us to exchange Customer Data with that third party to the extent the integration requires. Customer’s use of the third-party product or service, and that third party’s processing of any data it receives, are governed by Customer’s own agreement with that third party and not by these Terms and Conditions.
34.3 We do not control, endorse, or accept responsibility for any Third-Party Integration, its availability, its security, or its handling of any data. We may add, change, suspend, or remove any Third-Party Integration at any time. Clause 4.5 applies to any such change.
34.4 Customer is responsible for ensuring it has a lawful basis for any transfer of personal data effected by a Third-Party Integration, and for entering into any agreement with the relevant third party that applicable data protection law requires.
35.1 Save as set out in clause 6 (under which We may alter these Terms and Conditions), no variation of these Terms and Conditions has effect unless it is in writing and signed by an authorised representative of each party.
35.2 No statement made in correspondence, in a sales or marketing communication, in a demonstration, or by any of Our personnel in the course of providing support varies these Terms and Conditions or any Subscription. This clause 35 is to be read with clause 24 (Entire Agreement; No Reliance).
36.1 A person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms. For the avoidance of doubt, this includes any Authorised User, who is not a party to these Terms and Conditions in their personal capacity (see clause 30.1).
36.2 The rights of the parties to rescind or vary these Terms and Conditions are not subject to the consent of any other person.
37.1 Customer contracts with Us in the course of a business and not as a consumer (see clause 19). The parties therefore agree, for the purposes of regulations 9(1), 9(2), and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002, that regulation 9(1), regulation 9(2), regulation 11(1)(a), and regulation 11(1)(b) of those Regulations do not apply to any contract formed between them.
37.2 These Terms and Conditions are concluded in English, and no other language version is available.