Terms & Conditions
These are the Terms and Conditions of Planworking Ltd. ("Planworking," "we," "our") offers training, coaching and collaboration tools available online, as Subscription Services as well as support and professional Services (all collectively, the "Services"), and websites, including but not limited to davidputman.com, www.davidputman.com (collectively, the "Websites").
1. Your relationship with Planworking Ltd
1.1 Planworking has three different types of end users:
- We call users of the Websites "Site Visitors."
- We call users who use the free version of the Services "Trial Members" While Trial Members can access and use the Services, they have access to a more limited set of features and functionality than Members.
- We call users who use the Services as part of a paid Subscription plan (regardless of the Subscription tier) "Subscription Members" The features and functionality available to Subscribed Members are determined by the Subscription level.
We refer to all types of end users collectively as "Members" or "you" for purposes of these Terms of Service (the "Terms"). Regardless of what type of User you are, these Terms create a legally binding agreement between you and Planworking Ltd and explain the rules governing use of the Services and Websites. If you do not agree to these Terms, please do not access or use the Services and Websites.
2. Accepting the Terms
2.2 By accepting these Terms, you represent that you have the legal power to do so. If you accept these Terms on behalf of an organization, (a) "you" and "your" will refer to that organization and any individual accessing the Services through your account will be referred to as a "Member"; and (b) you understand and agree that the organization will be responsible for ensuring that each of its Members complies with these Terms.
2.3 You may not use the Services and may not accept the Terms if you are barred from receiving the Services under the laws of the United Kingdom or other countries, including the country in which you are a resident or from which you use the Services. If you represent an organization, you will ensure that: (a) your Members do not use the Services in violation of any export restriction or embargo by the United Kingdom; and (b) you do not provide access to the Services to persons or entities on any restricted lists.
2.4 If you are under 18 years old, you may not create a Planworking Ltd account or use the Services unless your legal guardian has reviewed and agreed to these Terms. If you are a parent or legal guardian permitting a person under 18 years of age (a "Minor") to create an account and/or use the Services, you agree to: (i) supervise the Minor's use of the Services and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor's use of the Services and their account; (iii) ensure that the content in the Services and on the Websites are suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor's behalf.
3. Provision of the Services by Planworking Ltd
3.1 You and each Member may access and use the Services, including the software provided as part of the Services, during the applicable Subscription term, solely in connection with your internal business operations and subject to these Terms. You may not assign or grant a sub-license of your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services.
3.2 Planworking Ltd may provide implementation, consulting, configuration, integration, training, advisory, development, and other professional Services ("Professional Services") as described in, and subject to payment of the fees specified in, an Order. Any material changes requested or required to be made to the Order will require a change order agreed and signed by the parties. Planworking Ltd hereby grants you a right to access and use the goods, products, or other Deliverables identified in an Order for Professional Services ("Deliverables") for your internal business purposes, pursuant to these Terms.
3.3 Planworking Ltd provides technical support for the Subscription Service ("Support") through its help centre. Support requests may be submitted to email@example.com
3.4 If you choose a trial membership, during the trial period the Subscription Service is provided "AS-IS" (with no warranties). Planworking Ltd will not be liable for any damages related to your use of the Subscription Service during the trial period.
3.5 Planworking Ltd warrants that: (a) during the applicable Subscription term, the Subscription Service will operate substantially as described in the online documentation; (b) the Support and Professional Services will be performed in a competent and workmanlike manner in accordance with generally accepted industry standards, this Agreement and applicable Order; and (c) the Deliverables will conform to the specifications in the applicable Order. If you believe a Service or Deliverable does not comply with these warranties, you must notify Planworking Ltd in writing within 30 days of delivery of the non-conforming Service or Deliverable. As your exclusive remedy and Planworking Ltd's sole liability for breach of these warranties, Planworking Ltd will use commercially reasonable efforts to correct the non-conforming Service or Deliverable at no additional charge to Customer within a reasonable time period. These warranties will not apply to any failure caused by a defect in or modification to the applicable Service or Deliverable caused or made by you, any Member, or any person acting at your direction.
3.6 The Subscription Service includes the features and functionality applicable to the version selected. Planworking Ltd may update the content, functionality, and user interface of the Subscription Service in its sole discretion. Some features and functionality may be available only with certain versions of the Subscription Service. Planworking Ltd does not represent or warrant that a particular Subscription plan will be offered indefinitely and reserves the right to change or alter the features and options, including volume of transmissions and maximum storage space, in a particular Subscription plan without prior notice.
4. Using the Services
4.1 In order to register for and access certain Services, you and each User will be required to provide information. You agree that any registration information given to Planworking Ltd, including contact information (e.g., e-mail address) and billing/payment details, will be accurate and kept current.
4.2 You will obtain, maintain, and support all internet access, equipment, and ancillary Services needed to access the Services and Deliverables. Subscriptions are for named individuals and cannot be shared or used by more than one individual at a time. Each User must keep a secure password for accessing the Subscription Service, which must be kept confidential. You will (a) if applicable, obtain from the Members on your account any consents necessary for Planworking Ltd to provide the Services; (b) maintain commercially reasonable security standards with respect to use of the Planworking Ltd Assets (defined below); and (c) in the event of any unauthorised access to or use of the Services or Deliverables, promptly notify Planworking Ltd at firstname.lastname@example.org
4.3 You are responsible for
(a) access to and use of the Subscription service and Deliverables by the Members on your account and each Member's compliance with these Terms;
(b) the secure transmission of your Content to the Subscription Service, (c) the legality, reliability, integrity, accuracy and quality of the Content, any conclusions drawn or actions taken therefrom, and the means by which you or the Members acquired the Content so that Planworking Ltd and its service providers may lawfully use, process, and transfer the Content in accordance with these Terms; (d) if desired, backing-up your Content outside of the Subscription Service; and (e) if required, providing qualified personnel to timely perform your duties and tasks specified in an Order or as may be reasonably necessary in connection with Planworking Ltd's performance of the Professional Services and providing Planworking Ltd with any information, data and other materials that you agree to provide under an Order related to Professional Services.
4.4 You acknowledge that the Subscription Service was not designed or intended to process or manage any Protected Information. Planworking Ltd will not be responsible for damages associated with Protected Information created, stored, shared or processed through the Subscription Service. "Protected Information" means information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information or that is not appropriate for use in the Subscription Service, as intended. Protected Information includes, without limitation, data that is subject to the Payment Card Industry Data Security Standards (PCI DSS) or any similar legislation in any applicable jurisdiction, or any credit or debit card and magnetic stripe information, driver's license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, or information deemed "sensitive" under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).
4.5 You will not and will ensure that each User does not:
(a) license, sublicense, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make the Services or Deliverables available to any third-party except as expressly authorised herein;
(b) copy, modify, translate, adapt, merge, or create derivative works of the Services or Deliverables or disassemble, decompile, reverse engineer or otherwise extract the source code of, or reduce to human-perceivable form, any part of them unless the foregoing restrictions are expressly prohibited by applicable law;
(c) use or access the Services or Deliverables (i) for competitive purposes or (ii) other than in compliance with all applicable laws and regulations (including export control laws and restrictions);
(d) remove or modify any proprietary markings or restrictive legends in the Subscription Service or on the Deliverables;
(e) infringe or misappropriate any Planworking Ltd Assets;
(f) attempt to gain unauthorised access to the Services or any portion thereof;
(g) introduce into the Subscription Service viruses, malware, Trojan horses, worms, spyware or other destructive code, or otherwise engage in any malicious act or disrupt the security, integrity or operation of the Subscription Service;
(h) access or attempt to access the Subscription Service by any means other than Planworking Ltd's publicly supported interfaces, including through any automated means (i.e. use of scripts or web crawlers);
(i) probe, scan, or test the vulnerability of any Planworking Ltd system or network; or
(j) access, store, create, share, display, publish or transmit any material that is unlawful or related to illegal activity, threatening, deceptive, defamatory, discriminatory, obscene, libelous, an invasive of another's privacy, or infringes the intellectual property rights of a third-party through the Subscription Service.
5. Your Content
5.1 As between the parties, you own all right, title, and interest in and to the Content in your account, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, Planworking Ltd acquires no right, title, or interest from you hereunder in or to your Content. "Content" means the data, information, images, and other content that is uploaded to, imported into or created in the Subscription Service by the Members, but does not include Statistical Data (as defined herein).
5.2 You hereby grant Planworking Ltd a worldwide, non-exclusive, non-transferable, right to access, use and process the Content: (a) as requested by you or a User; (b) as necessary to manage accounts, provide Support and provide and improve the Services, including to identify, investigate, or resolve technical or security problems with the Services and to detect and protect against fraud; and (c) as required by applicable law, regulation, legal process or enforceable governmental request and to detect and prevent violations of these Terms.
5.3 If you believe that Planworking Ltd, or any User, has violated a copyright, trademark or other intellectual property right you claim in your work, please contact us at email@example.com. Planworking Ltd responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA).
6. Multi-User Accounts
6.1 You acknowledge that you retain administrative control as to who is granted access to your account. Each account is controlled by an account owner tied to a specific email address. Planworking Ltd is entitled to rely on communications from the account owner and admins when servicing your account. If a person within your organization requests a change to the account owner, we will attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, we will transfer the account owner based on our internal verification methods.
6.2 When you create Content under an individual plan, that Content is available only to you and others with whom you share the Content. However, if you are or become an individual User managed under a multi-user Subscription plan maintained by your employer or other third-party (a "Multi-User Plan"), such as a Team or Enterprise account, any Content you have created or will create will be subject to control by the applicable account owner and admins, and is no longer "your Content" for purposes of this Agreement. The account owner and admins under a Multi-User Plan can designate other Members under that Multi-User Plan as owners of the Content you originally created, in which case you may no longer be able to access the Content and may lose any copyright or other rights you held in the Content. In addition, the account owner or admins of such Multi-User Plan may downgrade your access, remove you from the account or permanently delete you from the account without your prior consent. If you have questions about Multi-User Plans, please contact us at firstname.lastname@example.org, as applicable.
6.3 You acknowledge and agree that if you are a registered Member, and the domain of the email address associated with your Planworking Ltd account is owned by an organization, and an authorised representative of that organization wishes to establish a Multi-Member Plan and add you to it, then information concerning your existing account will become accessible to that organization, including your name, email address, and Content, and your existing account may be added to the Multi-Member Plan without your prior consent. In these situations, any credit remaining on your account may be applied to the Multi-Member Plan account. In addition, you acknowledge and agree that if you are or become a registered Member on a Multi-Member Plan your account information and data will be shared with the owner and admins of the account and your data may also be visible to other Members in the account.
6.4 If you are the representative of an entity with Multi-Member Plan and you choose to enable administrative controls over access to the Subscription Service based on your e-mail domains (i.e. Planworking Ltd's lock-down and consolidation features), you represent and warrant that the entity owns such e-mail domain(s) and the Content that has been created by individuals with such e-mail domains. You will appoint appropriate admins to manage your account and will be solely responsible for the admins' acts and omissions.
7.1 Planworking Ltd will defend you, your officers, directors and employees (the "Customer Indemnified Parties") against any claim, demand, suit or proceeding (each, a "Claim") made or brought against the Customer Indemnified Parties by a third-party alleging that a Subscription Service or a Deliverable infringes or misappropriates such third-party's intellectual property rights, and will indemnify the Customer Indemnified Parties from any finally awarded damages or settlement amount and reasonable expenses (including legal fees) to the extent arising from such Claim. Notwithstanding the foregoing, Planworking Ltd will not be obliged to indemnify the Customer Indemnified Parties if an infringement or misappropriation claim arises from: (a) the Content; (b) a Member's misuse of a Subscription Service or Deliverable; (c) a Member's use of the Subscription Service or Deliverable in combination with any products, Services, or technology provided by a third-party or a modification of the Subscription Service or Deliverable by you or a Member, if the Subscription Service or Deliverable or use thereof would not infringe without such combination or modification; or (d) continued use of the Subscription Service or Deliverable after notice by Planworking Ltd to discontinue use. If an infringement or misappropriation Claim is made or threatened, Planworking Ltd may, in its sole discretion: (i) replace or modify the infringing Subscription Service or Deliverable so that it is non-infringing (but functionally equivalent); (ii) procure the right for you to continue using the Subscription Service or Deliverable; or (iii) notwithstanding Planworking Ltd's obligation to indemnify hereunder, terminate use of the infringing Subscription Service or Deliverable and refund any unused prepaid fees covering the terminated portion of the Subscription Service or Deliverable.
7.2 You will defend Planworking Ltd and Planworking Ltd's affiliates, and their respective officers, directors and employees (the "Planworking Ltd Indemnified Parties") against any Claim made or brought against the Planworking Ltd Indemnified Parties by a third-party or Member (a) alleging your Content infringes or misappropriates any intellectual property rights; (b) related to ownership of your Content; or (c) related to an admin's actions with respect to your account, and will indemnify the Planworking Ltd Indemnified Parties from any finally awarded damages or settlement amount and reasonable expenses (including attorneys' fees) to the extent arising from such Claim.
7.3 A party seeking indemnification (the "Indemnified Party") will provide the other party (the "Indemnifying Party") prompt written notice upon becoming aware of any Claim subject to indemnification hereunder (a delay in providing notice does not excuse these obligations unless the Indemnifying Party is prejudiced by such delay) and reasonable cooperation to the Indemnifying Party in the defence, investigation or settlement of any Claim at the Indemnifying Party's expense. The Indemnifying Party will have sole control of such defence, provided that the Indemnified Party may participate in its own defence at its sole expense. The Indemnifying Party may not settle a Claim without the Indemnified Party's consent if such settlement imposes a payment or other obligation on the Indemnified Party. This Section states the Indemnifying Party's sole liability to, and the Indemnified Party's exclusive remedy for, any claim or action described in this Section.
8. Billing, Payment and Renewal
8.1 If you select a paid tier of the Subscription Service (a "paid account") Planworking Ltd will bill you in advance for use of the Services on the frequency that you select.
8.2 Current pricing for non-enterprise accounts are published on the Planworking Ltd Websites. Planworking Ltd reserves the right to modify pricing at any time for renewal terms; provided, that Planworking Ltd will notify you or the account admin prior to any price increase affecting that account. If you upgrade to a higher tier of paid account, Planworking Ltd will credit any remaining balance from your previous Subscription payment to your new tier.
8.3 All payments due are in GBP unless otherwise indicated on the pricing page, order or invoice. Credit card, debit card or other non-invoice forms of payment are due at the beginning of the relevant Subscription term. Planworking Ltd will charge you for all fees when due. Planworking Ltd may enable other forms of payment, which may be subject to additional terms. Payments for invoices are due fifteen (15) days after the invoice date, unless otherwise specified, and are considered delinquent thereafter.
8.4 Your Subscription will automatically renew at the end of each Subscription term and you authorise Planworking Ltd to charge the credit card, debit card or other non-invoice forms of payment for each renewal. If you wish to change your Subscription level, number of Members, Subscription term, or cancel your auto-renewal, the account owner or the admin must change the settings in the Account Settings page provided in the Subscription Service or contact our customer support team prior to the renewal date.
8.5 Billing disputes must be notified to Planworking Ltd in writing before the due date. Delinquent payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Planworking Ltd in collecting delinquent amounts. If delinquent fees are not paid, Planworking Ltd will automatically downgrade your account to a free account and/or suspend or terminate your use of the Services. Downgrading your account may cause the loss of Content, features, functionality or capacity. If you require a purchase order, vendor registration form, or other documentation, such requirement will in no way relieve, affect or delay your obligation to pay amounts when due.
8.6 You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (other than Planworking Ltd's income tax) (collectively "Taxes"), and you will pay Planworking Ltd for the Services without any reduction for Taxes. If Planworking Ltd is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Planworking Ltd with a valid tax exemption certificate. If you are required by law to withhold any Taxes from your payments to Planworking Ltd, you must provide Planworking Ltd with an official tax receipt or other appropriate documentation to support such withholding and reimburse Planworking Ltd for such withholding tax.
8.7 Unless otherwise agreed to in an Order, Professional Services will be performed remotely and are provided on a time and materials basis ("T&M") at the rates set forth in the Order. T&M estimates are not a guarantee that the project will be completed in the estimated number of hours. Actual T&M hours may be more or less. In addition, you will reimburse Planworking Ltd for reasonable, documented, out-of-pocket expenses (including all travel costs and expenses) incurred by Planworking Ltd in the course of providing Professional Services that are authorised or pre-approved by Customer in writing.
8.8 If you elect to purchase certain Services through a third-party agent ("Procurement Agent"), your obligation for payment to, and relationship with, such Procurement Agent is between you and the Procurement Agent. You will remain liable for the fees payable to Planworking Ltd for the Services as well as the other obligations set forth in these Terms.
8.9 Except as expressly set forth in these Terms or when required by law, all fees are non-cancellable and once paid are non-refundable, even in the case of unused Subscription periods.
9.1 "Confidential Information" means non-public, proprietary, business, technical, security, legal, or financial information that is either marked or identified as Confidential Information or would reasonably be understood to be confidential, including information about products, processes, Services, trade secrets, marketing and business plans, client lists, financial information, system architecture, security programs, and intellectual property. For avoidance of doubt, the price you pay for the Services constitutes Planworking Ltd's Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that: (a) the receiving party possesses without a duty to keep confidential prior to acquiring it from the disclosing party; (b) is or becomes publicly available through no violation of this Agreement by the receiving party; (c) is given to the receiving party by a third-party not under a confidentiality obligation to the disclosing party; or (d) is developed by the receiving party independently of, and without reliance on, confidential or proprietary information provided by the disclosing party.
9.2 Each party may be given access to Confidential Information of the other party in connection with these Terms. The receiving party may only use this Confidential Information as provided for in these Terms or to exercise its rights hereunder and may only share this Confidential Information with its employees, agents, advisors and service providers who need to know it, provided they are subject to similar confidentiality obligations. The receiving party will use the same degree of care, but no less than a reasonable degree of care, as such party uses with respect to its own Confidential Information to protect the disclosing party's Confidential Information and to prevent any unauthorised use or disclosure thereof. Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third-party. If the receiving party is compelled by law to disclose the other party's Confidential Information, it will use commercially reasonable efforts to give the disclosing party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.
9.3 If you use a Procurement Agent, Planworking Ltd is permitted to disclose Confidential Information (including these Terms and any Orders) to such Procurement Agent that is necessary to effectuate such transaction.
10. Data Security, privacy and your personal information
10.2 Planworking Ltd will use data provided in connection with the creation or administration of entity and Member accounts solely to set up and maintain such accounts, to inform entities and Members about features of the Services, to provide and maintain the Services, and as necessary to comply with applicable law, regulation, legal process or enforceable governmental requests and to detect and prevent fraud and or violations of this Agreement.
10.3 Planworking Ltd will maintain appropriate administrative, physical, technical and organizational measures to protect the security, confidentiality, and integrity of your Content in accordance with our information security program. Any revisions to our information security program will not diminish our current data security obligations.
10.4 If an enterprise customer is subject to the General Data Protection Regulation, any similar or successor laws or regulations in Europe, or the California Consumer Privacy Act, Planworking Ltd's Data Processing Addendum ("DPA") applies to the processing of any Customer Personal Data (as defined in Section 1 of the DPA).
10.5 Planworking Ltd may use subcontractors or SaaS tools in connection with Planworking Ltd's provision of the Services, including processing Content, provided that such third parties are subject to appropriate confidentiality and data security obligations.
11. Other Features of the Services
11.1 The Services may contain content provided by others, such as templates authored by third parties, that may not be owned by Planworking Ltd and may be protected by intellectual property rights owned by third parties. Such content is the sole responsibility of the person or entity from whom it originated.
11.2 The Services facilitate the sharing of information within your organization and potentially outside of your organization. You agree that you are solely responsible for the Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Planworking Ltd may suffer). You must ensure that you have all the rights and permissions needed to use that Content in connection with the Services.
11.3 If you receive any Service free of charge, such Services are made available "AS-IS" without any representations, warranties, support, maintenance or other obligation of any kind. Planworking Ltd may terminate your access to, or use of, a free Service at any time.
11.4 Planworking Ltd may make new features of the Subscription Service available to your account or certain Members. Notwithstanding any other provision herein, Services released as beta, pilot, limited release, non-production or evaluation ("Beta Features") are made available to Customer "AS-IS" without any warranty, support, maintenance or other obligation of any kind. Planworking Ltd may terminate access to, or use of, a Beta Feature at any time.
11.5 If you or a Member wants to use interoperability with a Non-Planworking Ltd Application, you may need to purchase a Subscription for such product. Planworking Ltd is not responsible for the Non-Planworking Ltd Applications and any use thereof is subject to the end Member license or other use agreement that you or a Member accepts from, or establishes with, the third-party. Planworking Ltd has no liability with respect to procurement or use of Non-Planworking Ltd Applications. "Non-Planworking Ltd Application" means a web-based, offline, mobile, or other software application or functionality that is provided by a third-party, is not owned by Planworking Ltd or under Planworking Ltd's control and interoperates with a Service, including the printers described below.
12. Planworking Ltd Intellectual Property and Proprietary Rights
12.1 As between the parties, Planworking Ltd owns all right, title, and interest in and to the Planworking Ltd Assets and Planworking Ltd Confidential Information, including all intellectual property and proprietary rights therein. Except as expressly set forth herein, Planworking Ltd does not convey any rights to you or any Member. "Planworking Ltd Assets" means (i) the Services, Deliverables and all materials, ideas, and items that are conceived, made, discovered, written, or created by Planworking Ltd's personnel in connection with providing the same (but not any Content or your Confidential Information contained therein); (ii) all Planworking Ltd technology, software, data, methodologies, changes, improvements, components and documentation used to provide the Services or made available in connection herewith, and all intellectual property, proprietary rights and underlying source code and object code in and to the foregoing; and (iii) all other intellectual property owned by Planworking Ltd and all copyrights, patents, trademarks and trade names, trade secrets, specifications, methodologies, documentation, algorithms, criteria, designs, report formats and know-how.
12.2 You or a Member may provide feedback or suggestions about the features, functions, or operation of the Services ("Feedback"). Planworking Ltd may freely use and exploit the Feedback (without any obligations or restrictions). You and the Members are not required to provide Feedback and Planworking Ltd is not required to use or incorporate Feedback into any of its products or Services.
12.3 Planworking Ltd owns all rights to the Statistical Data. Planworking Ltd may use the Statistical Data for its own business purposes (such as improving, testing, and maintaining the Subscription Service and developing additional products and Services), and from time to time, provided that it does not reveal the identity, directly or indirectly, of any Member or entity, may publish Feedback and aggregated Statistical Data. "Statistical Data" means statistical data generated or related to the provision, operation or use of the Subscription Service, including measurement and usage statistics, configurations, survey responses, and performance results.
12.4 Nothing in the Terms gives you a right to use any of Planworking Ltd's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
13.1 Unless otherwise specified in an Order, Planworking Ltd may identify you as a customer, and may use your name, corresponding trademark or logo, on our website or in our customer list, blogs, and other marketing materials or public communications subject to your published brand guidelines. To request removal of this identification, please notify us in writing at email@example.com, as applicable, or Planworking Ltd's address found Section 19 below.
14. Service updates
14.1 The Subscription Service will automatically be updated from time to time by Planworking. These updates are designed to improve, enhance and further develop the Subscription Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions with different features. You agree to receive such updates and permit Planworking Ltd to deliver them to you as part of your use of the Services.
15. Ending your relationship with Planworking Ltd
15.1 The Terms will apply until all accounts under your control are closed unless superseded by written agreement between you and Planworking Ltd.
15.2 If you want to terminate your Subscription and close your account, you may do so by (a) notifying Planworking Ltd at firstname.lastname@example.org, as applicable or (b) cancelling your Subscription and then closing your account, if this option is available to you.
15.3 Either party may terminate the Services if: (a) the other party is in material breach of these Terms (or has acted in a manner which clearly shows that the party does not intend to, or is unable to comply with, the provisions of the Terms) and fails to cure such breach within 10 days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 4.5; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 60 days; or (c) it is required to do so by law.
15.4 In addition, Planworking Ltd may terminate your Subscription and/or close your account, for any or no reason, by giving you 30 days' written notice to your email address on file and providing a pro rata refund for any prepaid, unused Subscription fees for the Services.
15.5 Planworking Ltd reserves the right to suspend access to the Subscription Service if (a) you have undisputed amounts more than 10 days past due; (b) Planworking Ltd reasonably determines that you or any Members on your account are in breach of these Terms; or (c) Planworking Ltd reasonably determines that you or any Members on your account are using the Subscription Service in a way that creates a security vulnerability, may disrupt others' use of the Subscription Service, or have misappropriated or infringed Planworking Ltd's or another third-party's intellectual property or proprietary rights. Planworking Ltd will only suspend access to the extent, and for the duration, necessary to address the violation and will promptly restore access once the issue has been resolved. Planworking Ltd will not suspend access if Customer is (reasonably and in good faith) disputing a charge and cooperating in resolving the dispute. You acknowledge and agree that if Planworking Ltd disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other Content contained in your account.
15.6 Upon termination of the Services, (a) Planworking Ltd will disable your account and each Member's access to the paid Services; (b) you will pay any accrued but unpaid fees prior to the effective date of termination; (c) each party will return and make no further use of, or destroy, any Confidential Information belonging to the other party, subject to (d); and (d) Planworking Ltd will delete all Content in accordance with its automated deletion schedule and back-up policy. Notwithstanding the foregoing, if Members maintain free accounts after cancellation of a paid account, information and Content in those free accounts will not be deleted until such accounts are permanently deleted and the free accounts will remain subject to these Terms. When these Terms end, all legal rights, obligations and liabilities that you and Planworking Ltd have benefited from, been subject to, have accrued, or which must survive in order to give proper effect to their intent, shall be unaffected by this cessation, and the provisions of Section 19 shall continue to apply to such rights, obligations and liabilities indefinitely.
15.7 If your paid account is downgraded or cancelled for any reason, your information and Content may be deactivated but not deleted. In order to delete your data from our servers after ending your relationship with Planworking Ltd, you must permanently delete your account. For help deleting an account, please contact email@example.com, as applicable.
15.8 A Site Visitor may terminate its use of the Websites at any time by ceasing further use of the Website. Planworking Ltd may terminate your use of the Websites and deny you access to the Websites in our sole discretion for any reason or no reason, including for violation of these Terms.
16. Exclusion of Warranties
16.1 Nothing in these Terms, including Sections 17 and 18, shall exclude or limit Planworking Ltd's warranty obligations or liability for losses which may not be lawfully excluded or limited by applicable law. Only the limitations which are lawful in your jurisdiction will apply to you and Planworking Ltd's liability will be limited to the maximum extent permitted by law.
16.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Planworking Ltd MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING ANY NON-Planworking Ltd APPLICATION WITH WHICH THE SERVICE MAY INTEROPERATE. Planworking Ltd DOES NOT WARRANT THAT THE Services WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE Services WILL BE CORRECTED.
17. Limitation of Liability
17.1 TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (REGARDLESS OF THE BASIS OR TYPE OF CLAIM AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) FOR ANY LOST PROFITS, REVENUES OR DATA, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, COVER, OR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS. EACH PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID OR PAYABLE BY YOU HEREUNDER WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) �200.00.
17.2 Planworking Ltd will not be liable for any loss or damage which may be incurred by you as a result of (i) any changes which Planworking Ltd may make to the Services or any features within the Services; (ii) your failure to keep your password or account details secure and confidential; or (iii) your failure to back up your Content.
17.3 The parties acknowledge and agree that the limitations of liability, disclaimer of warranties, and any exclusion of damages included herein represent an allocation of risk between the parties (including the risk that a remedy may fail of its essential purpose) which is reflected by the fees paid.
18. Changes to the Terms
18.1 Planworking Ltd may make changes to the Terms from time to time. When these changes are made, Planworking Ltd will make a new copy of the Terms available at this url, as applicable.
18.2 You understand and agree that if you are on a free account and you use the Services after the date on which the Terms have changed, Planworking Ltd will treat your continued use of the Services as acceptance of the updated Terms. If you have a paid account, the new Terms will apply upon your renewal.
19. General legal terms
19.1 Unless otherwise specified in an Order, the Services are provided by, and you are contracting with, Planworking Ltd, and references to "Planworking Ltd", "we", "us", and "our" are references to Planworking Ltd, located at Abereifed, Llechryd, Dyfed, United Kingdom. These Terms, and your relationship with Planworking Ltd under the Terms, shall be governed by the laws of the united Kingdom without regard to its conflict or choice of laws rules.
19.2 The parties agree that most disputes can be resolved without resort to legal action. If you have any dispute with us, you agree that before taking any formal action you will contact us at firstname.lastname@example.org and provide a brief, written description of the dispute and your contact information (including email address related to your account, if your dispute relates to an account). Except for the Excluded Disputes (defined below), the parties agree to use their best efforts to settle any dispute directly through consultation with each other.
19.3 The failure of either party to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision or of any other right or provision.
19.4 These Terms constitute the whole legal agreement between you and Planworking Ltd related to the use of the Services and supersede all prior or contemporaneous representations, agreements or understandings (written or verbal) relating to the subject matter hereof. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void and of no effect. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
19.5 You agree that Planworking Ltd may provide you notices by email, regular mail, or postings on the Services. You may provide notice to Planworking Ltd by emailing email@example.com.
19.6 Each party acknowledges that any breach, threatened or actual, of Sections 5.1, 10 and 13 may cause irreparable injury to the other party for which there may not be an adequate remedy at law. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.
19.7 The parties are independent contractors. This Agreement does not create or imply any agency, partnership, or franchise relationship. This Agreement is intended for the benefit of the parties and not any third-party. Neither party has the authority to assume or create any obligation on behalf of the other party.
19.8 Neither party is liable for delay or default hereunder if caused by conditions beyond its reasonable control, including natural disasters, acts of God, hacker attacks, acts of terror or war, riots, actions or decrees of governmental bodies, changes in applicable laws, or communication or power failures.
19.9 Neither the rights nor the obligations arising under these Terms are assignable or transferable by either party without the other party's prior written consent, which shall not be unreasonably withheld or delayed, and any attempted assignment or transfer shall be void and without effect. Notwithstanding the foregoing, Planworking Ltd may assign this agreement (including all Orders) without the consent of the other party to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets in aggregate or related to your Services. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.