Plentific Limited – Terms and Conditions of Goods and Services
Last updated: February 2024.
Notice
Plentific Client Terms & Conditions
These terms and conditions together with the Contract Particulars (as defined below) form the agreement between Plentific Ltd, a company registered in England and Wales under company number 08275972 with a registered office at 3rd floor, Yarnwicke, 119–121 Cannon St, London, EC4 5AT (We, Us, Our) and the Customer (as detailed in the Contract Particulars) (You, Your) and exclude all other terms and conditions (Agreement).
We have developed certain software applications, platforms, and professional services which We make available via the internet for the purpose of connecting individual homebuyers, homeowners and property managers to home professionals and any other service available through the software applications and platforms.
You wish to use some or all these services as more particularly set out in the Contract Particulars (Services) in Your business operations and We agree to provide the Services in accordance with the terms of this Agreement.
Our terms
1. DEFINITIONS AND INTERPRETATIONS
1.1. The terms defined in the Contract Particulars along with the definitions set out in Annex 1 shall apply in this Agreement.
1.2. Clause and paragraph headings shall not affect the interpretation of this Agreement.
1.3. References to clauses are to the clauses of this Agreement.
1.4. A reference to writing or written excludes fax but not email.
2. SERVICES
2.1. In return for you paying the Fees We shall provide the Services and make the Software and Documentation available to You during the Term subject to the terms of this Agreement.
2.2. We hereby grant You a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Users to use the Services and the Documentation during the Term solely for Your internal business operations.
3. ADDITIONAL SERVICES
Should you wish to receive additional services at any point during the Term you shall notify us in writing and if agreed, the Contract Particulars shall be amended to include such additional services, the additional fees and applicable payment terms. Once agreed between the parties such additional services shall be provided in accordance with the terms of this Agreement and the amended Contract Particulars.
4. DATA PROTECTION AND PROCESSING
4.1. The Parties acknowledge that for the purposes of the Data Protection Legislation, in respect of Personal Data, You are the Data Controller and We are the Data Processor. Each Party shall comply with its obligations under the Data Processing Addendum which is hereby incorporated into this Agreement.
4.2. You warrant that You have obtained all rights and consents necessary for Us to Process Personal Data You provide Us in accordance with this Agreement, and You have sole responsibility for ensuring the accuracy, quality, integrity, legality, reliability, relevance, and appropriateness of all such Personal Data.
4.3. Each Party warrants that it shall:
a) maintain such records in relation to the Processing of the Personal Data as may be required under Data Protection Legislation, and, on request, make those records available to any supervisory authority or government authority;
b) provide such information as may reasonably be required by the other Party to comply with its obligations under Data Protection Legislation; and
c) on request, co-operate with any supervisory authority or government authority in relation to the Processing of Personal Data pursuant to this Agreement.
4.4. You acknowledge and agree that We may use the Personal Data You provide Us to create anonymised generic data which is not itself Personal Data and that We shall be entitled to use that generic data at Our discretion.
5. THIRD PARTY PROVIDERS
You acknowledge that the Services may enable or assist You to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that You do so solely at Your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party website, or any transactions completed, and any contract entered into by You, with any such third party. Any contract entered into and any transaction completed via any third party website is between You and the relevant third party. We recommend that You refer to the third party's website terms and conditions and privacy policy prior to using the relevant third party website. We do not endorse or approve any third party website nor the content of any of the third party website made available via the Services.
6. OUR OBLIGATIONS
6.1. We shall provide the Services using reasonable skill and care and shall use reasonable endeavours to provide the Services in accordance with any service levels or key performance indicators as more particularly set out in the Contract Particulars.
6.2. Where the Services require implementation activity, details of these will be set out in the Contract Particulars and both parties shall use reasonable endeavours to comply with any necessary roles and responsibilities required to fulfil the implementation plan.
6.3. Our obligations under this clause 6 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Our instructions, or modification or alteration of the Services by any party other than Us or Our duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1, We will, at Our expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes Our sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
6.4. We accept no liability for the acts and/or omissions of any Contractor.
6.5. We accept no liability for delay or interruption to the Service which results from Your failure to comply with Your obligations under this Agreement or Your failure to provide us with all information and access reasonably required and necessary to enable us to provide the Services.
6.6. We do not warrant that:
a) Your use of the Services will be uninterrupted or error-free; or
b) that the Services, Documentation and/or the information obtained by You through the Services will meet Your requirements; or
c) the Software or the Services will be free from Viruses.
6.7. We are 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, and You acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.8. This Agreement shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
6.9. We warrant that:
a) We have and We will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under this Agreement;
b) each Service as delivered will be complete, accurate and free from material faults; and
c) We and Our personnel have the necessary experience, skill, knowledge and competence to perform each Service.
6.10. We reserve the right, at Our sole discretion and without any obligation to do so, to vary the Service(s), Software, and/or any provision of this Agreement from time to time, provided that the basic functionality of the Service and/or Software is not reduced and no change is made to the Fees other than in accordance with this Agreement or to reflect any additional Service(s) and/or Software offered by Us and purchased by You.
6.11. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for during:
a) Planned maintenance carried out; and
b) unscheduled maintenance performed outside Normal Business Hours, provided that We provide reasonable notice in advance.
7. YOUR OBLIGATIONS
7.1. In relation to the Users, You undertake that where the Services and Fees include a User subscription model, the maximum number of Users You authorise to access and use the Services and the Documentation shall not exceed the number of User subscriptions You have purchased and You will not allow any User subscription to be used by more than one User. You further warrant that each User keeps a secure password for their use of the Services and that You will maintain an accurate up to date list of all Users and provide Us with all necessary access needed to audit Your use of the Services on reasonable written notice. If any of the audits reveal that You have underpaid Fees to Us, then without prejudice to Our other rights, You shall pay Us an amount equal to such underpayment as calculated in accordance with the prices set out in the Contract Particulars within 10 Business Days of the date of the relevant audit.
7.2. You shall not access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Services that:
a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically discriminatory or offensive or violates the rights of a third party;
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) promotes unlawful violence;
e) is otherwise illegal or causes damage or injury to any person or property;
f) interfere with or disrupt the integrity or performance of any Service or other data contained therein;
g) sends spam or otherwise duplicative or unsolicited messages in violation of applicable laws or regulations;
and We reserve the right, without liability or prejudice to Our other rights to You, to disable Your access to any Software that breaches the provisions of this clause.
7.3. You shall not:
a) except to the extent expressly permitted under this Agreement:
i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
ii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
b) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party (except the Users) any Service in any way;
c) access a Service in order to develop a similar or competitive product, or a product using similar ideas, features, functions or graphics of the applicable Service, or to copy any ideas, features, functions or graphics of the Software or Service;
d) develop applications for internal use with the Software or Service or attempt to extend any Software or Service by using additional custom objects. Your use of the Software and each Service is limited to the objects and functionalities provided by Us;
e) use the Software or any Service for any purpose other than those for which it was designed; and
f) introduce or permit the introduction of, any Virus into the Services or Our network and information systems.
7.4. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, You shall promptly notify Us.
7.5. The rights provided under this clause 7 are granted to You only, and shall not be considered granted to any subsidiary or holding company of Yours.
7.6. You warrant and undertake that You:
a) have the right to enter into this Agreement and if a person is entering into this Agreement on behalf of an entity, the person entering this Agreement on Your behalf has the authority to bind You to the terms of this Agreement; and
b) will only use the Service(s) and Software for the purposes agreed by the Parties in respect of each Service.
7.7. You shall:
a) provide Us with:
i. all necessary co-operation in relation to this Agreement; and
ii. all necessary access to such information and premises as may be required by Us;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
b) comply with all applicable laws and regulations with respect to Your activities under this Agreement;
c) carry out all Your responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the Parties, We may adjust any agreed timetable or delivery schedule as reasonably necessary;
d) ensure that the Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement;
e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Us, Our contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
f) ensure that Your network and systems comply with the relevant specifications provided by Us from time to time; and
g) be solely responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to Our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
7.8. By entering into this Agreement, You:
a) accept, as applicable, the following terms and conditions, which shall apply to all payments made by You to Contractors under this Agreement:
i. the MangoPay Framework Contract for Payment Services available at https://www.mangopay.com/terms/PSP/PSP_MANGOPAY_EN.pdf; and/or
ii. the Stripe Services Agreement available at: https://stripe.com/gb/legal/ssa; and/or
iii. the terms and conditions of such other payment facility made available through Our Software as may be notified to You via the Software or otherwise (and by continuing to use the payment facility after such notification, You shall be deemed to have accepted such terms and conditions); and
b) agree that each Contractor shall provide its services to You on the terms and conditions agreed between You and the Contractor.
8. FEES AND PAYMENT
8.1. You shall pay the Fees to Us for the Services in accordance with this clause 8 and the Contract Particulars and You shall pay each invoice within 30 days after the date of such invoice.
8.2. We shall be entitled to raise an invoice immediately for any additional Fees (including but not limited to for any additional services or professional services) owed to Us under this Agreement and shall have no obligation to perform those additional services until such invoice has been paid in full by You.
8.3. If We have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies We may have:
a) We may, on no less than 5 Business Days' notice to You and without liability to You, disable Your password, account and access to all or part of the Services and We shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
b) We may charge interest on the unpaid invoice which shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4. All amounts and Fees stated or referred to in this Agreement and the Contract Particulars:
a) shall be payable in pounds sterling;
b) are, non-cancellable and non-refundable;
c) are exclusive of value added tax, which shall be added to Our invoice(s) at the appropriate rate.
8.5. We shall be entitled to increase the Fees, by application of the percentage increase in the latest published retail prices index, at the start of each Renewal Term and the Contract Particulars shall be deemed to have been amended accordingly.
8.6. We shall otherwise be entitled to increase Our Fees, at our sole discretion, with effect from each anniversary of the Commencement Date by giving at least 60 days’ notice of the increase to You.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Subject to the limited rights expressly granted in this Agreement, We (and Our licensors, where applicable) reserve all rights, title in and interest to the Services and the Software, including all related Intellectual Property Rights. No rights are granted to You except as expressly stated in this Agreement. This Agreement does not convey to You any rights of ownership in or related to any Service or the Software or the Intellectual Property Rights owned by Us.
9.2. We shall have a royalty-free, worldwide, transferable, irrevocable, perpetual licence to use or incorporate into any Service or the Software any suggestions, enhancement requests, recommendations or other feedback provided by You, Your Authorised Users or any third party under your direction or instruction relating to the operation of the Service(s) and/or Software.
9.3. You grant Us a non-exclusive licence for the Term of this Agreement to use such Intellectual Property Rights as are necessary to allow Us to perform Our obligations under this Agreement, including the right to use Your name to recruit Contractors. You authorise Us to use Your name and logo for any marketing or promotional purposes, including but not limited to identifying You as a user of Our Service(s) and to issue a press release(s) identifying You as a user of Our Service(s). We shall be entitled to prepare, and You agree to participate in case studies.
10. CONFIDENTIALITY
10.1 Each party shall keep the other party's Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; and
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.
10.2 A Party may disclose the other Party's Confidential Information to those of its representatives who need to know such Confidential Information to exercise or perform its rights and obligations under or in connection with this Agreement, provided that:
(a) it informs such representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such representatives' compliance with the confidentiality obligations set out in this clause.
10.3 A Party may disclose Confidential Information, as may be required by law, any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible.
10.4 Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.
10.5 On termination of this Agreement, each Party shall:
(a) destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information; and
(b) erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).
10.6 The above provisions of this clause 10 shall continue to survive for a period of five years from termination of this Agreement.
11. INDEMNITY
You shall defend Us from and against any claim or action that the possession, use, modification or rearranging, or any part of the Customer Data infringes the Intellectual Property Rights of a third party (Claim) and You shall indemnify and hold Us harmless against all costs, losses, damages, legal fees and expenses incurred by or awarded against Us as a result of, or in connection with any such Claim.
12. LIABILITY
12.1 Other than as expressly provided in this Agreement, each Service is provided on an “as is” basis and all conditions, representations and warranties, whether express, implied, statutory or otherwise, are excluded to the fullest extent permitted by law.
12.2 Nothing in this Agreement shall limit or exclude a Party’s liability for:
(a) death or personal injury caused by its negligence; or
(b) fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and 12.2:
(a) Our liability to You in contract, tort (including negligence), for misrepresentation (whether innocent or negligent) for breach of statutory duty or otherwise arising out of or in connection with this Agreement shall not extend to any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss or corruption of data or information, anticipated savings or any special, indirect or consequential loss, costs, charges, expenses, or damages whatsoever; and
(b) in no event shall Our maximum aggregate liability to You, whether in contract, tort (including negligence) breach of statutory duty or otherwise, arising under or in connection with this Agreement exceed the Fees paid by You to Us in the period of 12 months preceding the claim.
12.4 Nothing in this Agreement excludes Your liability to Us for any breach, infringement or misappropriation of Our Intellectual Property Rights.
13. TERM AND TERMINATION
13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Date and shall continue for the Initial Term.
13.2 Following the expiry of the Initial Term, the Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Term), unless either Party gives the other notice of its intention to terminate, such notice to be received no later than 30 days prior to the end of the Initial Term or relevant Renewal Term, as applicable.
13.3 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:
(a) the other Party commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
(c) the other Party ceases or threatens to cease to carry on business;
(d) the other Party is unable to pay its debts or enters into compulsory or voluntary liquidation;
(e) the other Party has an administrator appointed, or documents are filed with the court for the appointment of an administrator, or notice is given of an intention to appoint an administrator by such Party or its directors or by a qualifying floating charge holder as defined in the Insolvency Act 1986; or
(f) any similar event occurs under the law of any other jurisdiction in respect of that Party.
13.4 On terminationof this Agreement for any reason:
(a) You shall immediately pay Us all amounts outstanding and unpaid;
(b) all licences granted under this Agreement shall immediately terminate and You shall cease all use of the Service(s) and/or Software; and
(c) both Parties shall comply with their obligations on termination set out in the Data Processing Addendum.
13.5 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
14. FORCE MAJEURE
Neither Party shall be liable in respect of any breach of this Agreement due to any cause beyond its reasonable control including but not limited to acts of God, epidemic, pandemic, inclement weather, flood, lightning, fire, industrial action, any act or omission of government or any other competent authority, war, military operations, riot or the act or omission of any party for whom either Party is not responsible.
15. CONFLICT
If there is any ambiguity, conflict or inconsistency between any of the provisions in the main body of this agreement, the Contract Particulars, or the Data Processing Addendum, the priority of the documents shall be in accordance with the following sequence:
(a) Data Processing Addendum
(b) Contract Particulars
(c) the terms and conditions of this agreement..
16. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
17. NON-SOLICITATION
You shall not, at any time from the Commencement Date to the expiry of twelve (12) months after the termination of this Agreement, solicit or entice away from Us or employ or attempt to employ any person who is, or has been, engaged as a Contractor or an employee, consultant, contractor or subcontractor of Ours in the provision of any Service.
18. WAIVER
18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19. SEVERANCE
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
20. ENTIRE AGREEMENT
20.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter.
20.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
21. ASSIGNMENT
21.1 You shall not, without Our prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
21.2 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.
22. THIRD PARTY RIGHTS
This Agreement does not confer any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999, or otherwise.
23. GOVERNING 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 interpreted in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.
Annex 1
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the date this Agreement comes into effect.
Confidential Information: all confidential information of a Party disclosed to the other Party, whether orally or in writing, that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Contract Particulars: a document signed by the Parties detailing the Customer, Services to be provided, the Initial Term, Fees and any applicable Service Levels.
Contractors: home professionals and professional tradesmen to which You may gain access via Our Software.
Customer Data: the data inputted by You, Authorised Users, or Us on Your behalf to use the Services or facilitate Your use of the Services.
Data Processing Addendum: the data processing addendum at https://www.plentific.com/en-gb/terms/dpa or any other URL notified to You by Us from time to time.
Documentation: any documents made available to the Customer by the Supplier online via the Plentific website or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Fees: the fees payable by You to Us to use Our Services, as set out in the Contract Particulars.
Initial Term: the first duration of this Agreement following its execution, as specified in the Contract Particulars, after which the Agreement will be renewed or terminated.
Intellectual Property Rights: unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Party: You or Us, as the context requires.
Payment Facility: the online payment facility available via Our Software provided by: (i) Leetchi Corp. S.A., trading as MangoPay, and/or (ii) Stripe Payments Europe Limited, and/or (iii) such other online payment facility as may be provided via Our Software from time to time.
Renewal Term: the period described in clause 13.2.
Software: the online software applications provided by the Supplier as part of the Services.
Term: the Initial Term together with any subsequent Renewal terms, up until the point of termination.
User: any person who is authorised by You to use the Services and/or Documentation.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.