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Terms & Conditions of Use

 

This page along with our Disclaimers and our Privacy Policy sets out the terms of the agreement (the "Agreement") between us, Plainly Software Limited (Company Number 15604459) as the owner and operator of this website and you under which you may access, view, contribute to, use, link to, reproduce or otherwise refer to ("Use" or "Using") the data, information, content, functionality, features and services contained or described in this website (including, without limitation, on this domain, any subdomains or domains partially or fully owned, licensed to, used or otherwise controlled by us) from time to time (the "Services"). By Using any one or more of the Services or any part thereof, you are expressly, irrevocably and unconditionally agreeing to be bound by the terms of this Agreement.

Ownership and Permitted Uses

This website, including (without limitation) the Services, have been designed and created by us and are our exclusive property. They are therefore protected by copyright, design rights, trademarks and other laws. Subject to the terms set out in this Agreement, we hereby:

  • authorise you to Use the Services and/or this website ("Your Authorisation"); and
  • grant you a world-wide, non-exclusive, revocable, royalty-free right and licence to use our trademarks in order to link to, reproduce or otherwise refer to the Services and/or this website ("Your Trademark Licence").

Prohibited Uses

You agree that you shall not either directly or indirectly, without our express prior written consent:

  • sell or re-sell any of the Services or offer them for sale;
  • copy, modify, adapt, translate or reverse engineer any part of this website and the Services;
  • access, retrieve, index or use any portion of this website and the Services for the purposes of constructing, populating or cross-checking any databases, directories, customer lists, mailing lists other than for your personal, non-commercial purposes;
  • access, retrieve or use any portion of this website and the Services by automated means other than in order to index this website's contents for use by a search engine;
  • take any steps to interfere with, interrupt, damage, hinder, modify or gain unauthorised access to this website and/or the Services and/or otherwise interfere with, restrict or inhibit any other user from using or enjoying the use of this website; or
  • use this website and/or the Services for any purpose that intentionally or unintentionally contravenes any applicable laws in the jurisdiction(s) in which you operate or those of any other jurisdiction from which this website and/or the Services are or may be accessible.
  • allow or cause others to access or contribute to this website or otherwise use the Services and/or this website using your email or password;
  • submit content by automated means, fraudulently, containing false details or otherwise dishonestly or deceptively;
  • submit on this website any untrue or inaccurate information about yourself;

Your Content

You agree that you are solely responsible for any documents, templates, posts, content, information, links to other websites ("external links") and any other material that you send us or submit, publish, display, insert, transmit, upload, distribute or disseminate or offer to do the same ("publish") via this website, including (without limitation) any agreements created in or accessible via your account area ("Your Content").

Your Content will be bona fide, honest, decent, true and accurate to the best of your knowledge and belief. You irrevocably and unconditionally warrant and represent that you are the sole unencumbered author, owner or holder of an appropriate, valid and sufficient licence of all right, title and interest (including the intellectual property rights) in Your Content or you otherwise have all the necessary and appropriate permissions and authorisations in relation to Your Content.

Your Content and any websites accessed via any external links published by you should not (and you irrevocably and unconditionally warrant and represent that it does not):

  • infringe, misappropriate or violate the intellectual property, confidentiality, privacy, proprietary or other rights of any party or, in any way, contravene any fiduciary duties that you may owe;
  • constitute, promote or encourage illegal activity;
  • constitute an advertisement that may be prohibited in law or equity (including, without limitation, the Financial Services Act 1986);
  • be defamatory, libellous, invasive of another's privacy, untrue, tortious, misleading, offensive, racist, ethnically or religiously biased or offensive, discriminatory, malicious, infringing, obscene, indecent, pornographic, threatening, abusive or, in any way, unlawful;
  • harm or threaten to harm minors in any way;
  • disclose "personal data" about any third party unless expressly authorised to do so by the third party concerned;
  • contain viruses, corrupted files or any other similar software or programs that may disrupt or damage the operation of another's computer; and
  • advertise or offer to sell any goods or services for any commercial purpose, other than in areas of this website intended for such uses.

You hereby grant (and you warrant that you have the right to grant) us a nonexclusive, irrevocable, perpetual, royalty-free, fully paid up, worldwide license to use, copy, modify, delete, adapt, publish, translate, reproduce, publicly display and distribute Your Content or any part or parts of it either online or offline and to create derivative works of Your Content or any part or parts of it either online or offline or incorporate it into other works/content either online or offline.

Our rights

You agree that we may, whenever and for whatever period we choose to, without any prior notice or warning, in our absolute discretion, for any reason whatsoever and without incurring any liability whatever or however arising to you or any other third party:

  • edit, amalgamate, delete or take any other action in relation to any posts, data, content, information and any other material connected with the Services or this website;
  • revoke part or all of Your Authorisation and Your Trademark Licence and otherwise bar or limit access by you (or any other user) to some or all of the Services or this website;
  • contact you for any purpose via the contact details provided by you on this website including (without limitation) in connection with any enquiry you have made or your registration as a member. If you would prefer not to receive certain types of email from us, please email unsubscribe[at]plainly.com with your request;
  • add to, reduce or modify any of the Services or other aspect of this website or cease operating this website or any or all of the Services;
  • change any or all of the terms set out in this Agreement or add new terms to such Agreement, which changes/new terms, on being posted on this website, you agree shall come into immediate force and effect and modify/add to any previous versions of this Agreement between us and you.

Privacy and use of your information

You agree that we may collect, store and use information about you in accordance with our Privacy Policy, the current version of which is available by clicking here.

Data processing agreement

If you are a registered user of our Services and we are processing the personal data of EU subjects on your behalf (your "Controlled Data"):

1. GDPR Compliance. In order to assist your compliance with the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), we confirm that, in connection with your Controlled Data, we will (a) comply with applicable requirements of GDPR and (b) provide you with reasonable assistance to help you remain in compliance with GDPR.

2. Data processing. We confirm that we will process your Controlled Data only in connection with the provision of our Services or as we are required under GDPR. If we have actual knowledge that any such processing contravenes GDPR, we are entitled to refrain from this and will let you know. You agree not to ask us to do anything that could put you or us in breach of GDPR. If/when we stop working together, we will stop processing your Controlled Data and will immediately return or delete it, unless applicable law requires the contrary. At that point or if at any point GDPR ceases to apply to us, this data processing agreement will come to an end.

3. Confidentiality. We will take steps to limit access to your Controlled Data to those personnel whom we believe reasonably need it to perform the Services or to ensure your or our compliance with GDPR. We will also ensure that those people have agreed to keep your Controlled Data confidential.

4. Sub-processors. You consent to us engaging third parties to act as processors of your Controlled Data on our behalf ("Sub-processors"), if we deem it beneficial to do so. We will require any Sub-processor(s) to enter into a contract with us on terms similar to this data processing agreement and agree that we will remain fully liable to you for all acts or omissions of any Sub-processors unless you have a direct right of action against such Sub-processor(s).

5. Information security. We agree to implement and maintain appropriate technical and organizational measures to protect your Controlled Data. These measures will, at a minimum, meet the requirements set forth in Article 32(1) of GDPR.

6. Data breaches. We agree to notify you in writing as soon as we reasonably can in the unlikely event of any (a) breach or suspected breach of security that results in your Controlled Data being compromised; or (b) unauthorised (or suspected unauthorised) processing of your Controlled Data.

7. Data subject requests. In the event that a person makes any reasonable request concerning their personal data that is included in your Controlled Data, including (without limitation) a request to be informed what personal data is held about them, a request to access such data, a request for errors in such data to be rectified; a request for such data to be deleted or a request to restrict how such data may be processed, we will cooperate with you in actioning and responding to such request. You agree to reimburse any expenses we may incur in relation to this.

8. Data transfers outside the European Economic Area. You agree that we may transfer your Controlled Data outside the European Economic Area if we believe it necessary in the ordinary course of our business. We acknowledge that such transfers must comply with GDPR.

9. Audit and compliance. We will maintain records and information to demonstrate our compliance with GDPR and consent to you auditing these upon reasonable request and following reasonable written notice. If you have any concerns about our compliance with either GDPR or this Agreement, you agree to notify us of these promptly and, in any event, before carrying out any audit.

Payment Terms

If you have agreed to pay for access to some or all of the Services, you expressly agree that:

  • The amounts you owe to us and the frequency with which you have agreed to pay them will depend on the pricing plan you are on and any usage allowances described in such plan. These are as set out on any pricing page, order form or proposal we make available to you or as otherwise notified to you in advance in writing. Your pricing plan and any usage allowances are shown definitively in your account area and supersede all prior communications, representations, agreements and understandings between us regarding the same. All amounts due under your pricing plan are payable in advance.
  • You agree to pay any and all amounts due to us (including, without limitation, any VAT or other applicable tax) as soon as practicable and in any event within 10 business days of such amounts falling due.
  • Unless otherwise provided by law or expressly in writing in an agreement between you and us, any amounts that you pay us are non-refundable. You shall pay all amounts due to us in full without any deduction or withholding and shall not assert any credit or set-off or counterclaim against us in order to justify the withholding of the whole or any part of any such amount.
  • If any amounts become overdue for payment, we may claim interest on them (both before and after judgement) at a daily rate of 3% above the base rate of the Bank of England until all outstanding amounts have been received in cleared funds.
  • Subject to any express, written agreement to the contrary, we and you (provided there are no amounts owing to us) may terminate the Payment Terms section of the Agreement immediately on notice being received by the other party, in which case access to your account area (including, without limitation, Your Content) will be blocked. In the event of termination, unless we choose to do so in our absolute discretion, none of Your Content will be returned to you or removed from this website and/or the Services.

Any termination of this Agreement shall:

  • be without prejudice to any other rights or remedies to which we may be entitled under this Agreement or at law;
  • not affect any accrued rights or liabilities that we may have; and
  • not affect the coming into or continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force after such termination.

For the avoidance of doubt, your payment obligations will not be affected by Termination of this Agreement or this Payment Terms section.

Entire Agreement

This Agreement contains the entire agreement and understanding between you and us and supersedes any prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement and our Privacy Policy. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in this Agreement save for any representation made fraudulently.

Notices

Any notices to be sent to us under the terms of this Agreement or otherwise (including, without limitation, any requests for any posts, content, information, external links or any other materials on this website to be amended, partially or wholly restricted or removed ("Moderation Notices") should be sent either:

  • By Post: to our current registered office, marked for the attention of "The Legal Department, Plainly Software Limited"; or
  • By Email: to hello@plainly.com.

We shall be entitled not to take any action in respect of any notices until all necessary information has been provided to us (in our absolute discretion).

Severability

If any provision of this Agreement is held to be invalid or void or declared illegal, invalid or unenforceable for any reason whatsoever and that provision shall be divisible from this Agreement without materially altering the substance of this Agreement, it shall be deemed to be deleted from this Agreement and the validity of the remaining provisions shall not be affected or impaired in any way.

Waiver

No failure or delay on our part in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.

Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.

Assignment

You shall not assign, transfer, sub-contract or in any other manner make over to any third party your rights or obligations under this membership Agreement without our prior written consent. We may, without restriction, assign, transfer, sub-contract or in any other manner make over to any third party our rights and obligations under this membership Agreement.

Jurisdiction & Governing Law

This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation, shall be governed by and construed in accordance with the laws of England.

The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of hearing and determining any suit, action or proceedings and/or settling any disputes arising out of or in connection with this Agreement and for the purpose of enforcement of any judgment against their respective assets.