Terms & Conditions

1. GENERAL

1.1 - These Terms apply to all agreements between Plied Ltd, registered in England under company number 16187085, with its registered office at 32 Devonshire Road, Oxton, CH43 1TW, United Kingdom (Plied), and a Client, together also the Parties. Any other terms, whether a Client seeks to incorporate those or whether they are implied by trade or custom, shall not be applicable. These Terms cannot be varied without the written approval of both Parties. Plied may change these Terms at any time. Any changes materially affecting the Client shall be notified to the Client by Plied in writing and shall not affect any Agreement entered into before the changes come into effect.

1.2 - These Terms, in conjunction with the Scope Of Work (SOW) - which includes the Parties’ agreement on Services, Fees, Expenses, Authorised Representatives, Authorisations etc. - constitute the entire agreement between the Parties, to the exclusion of any prior documents and understandings, whether made orally or in writing. "Agreement" means the SOW, including its Schedules, together with these Terms.

1.3 - The Parties shall both appoint an Authorised Representative, authorised to act, to take decisions and to approve requests and services on behalf of that Party. Approval by the Client means approval by its Authorised Representative.

1.4 - The Client may not transfer or assign any of its rights and obligations under this Agreement without Plied’s prior written consent, such consent not to be unreasonably withheld. 

1.5 - This Agreement, as well as any disputes arising out of it, are governed by English law. The Parties agree that any disputes arising out of their contractual relationship or in connection therewith shall be adjudicated exclusively by the English courts.

2. TERM AND TERMINATION

2.1 - Agreement Commencement: This Agreement commences on the Commencement Date. Further details about the term of this Agreement are set out in the Term section of the SOW.

2.2 - One-Off Contracts: For one-off project-based contracts, this Agreement will terminate automatically upon completion of the deliverables specified in the SOW, unless otherwise agreed in writing. No further notice is required for termination in these cases.

2.3 - Fixed-Term Contracts: Where a fixed term is specified in the SOW, this Agreement will automatically renew as a rolling contract upon the expiry of the fixed term unless terminated by either Party in accordance with clause 2.4.

2.4 - Rolling Contracts: Once the Agreement transitions to a rolling contract, it shall continue indefinitely unless terminated by either Party by providing three (3) months' written notice, unless otherwise stated. Notice will be effective from the date it is acknowledged by the receiving Party and will expire at the end of the notice period.

2.5 - Immediate Termination: Notwithstanding the above, either Party may terminate this Agreement by written notice with immediate effect and without prejudice to any other rights and remedies available to it, if the other Party:

(a) - materially breaches any of its obligations under this Agreement and fails to remedy such breach within 30 days of it being notified of the breach (if remediable); or

(b) - is or becomes insolvent, enters into liquidation, has presented a petition for winding up, or is otherwise unable to pay its debts or has otherwise lost control over its assets; or

(c) - (threatens to) cease(s) to carry on business.

Failure to pay an invoice on or before its due date is considered a material breach.

2.6 - Suspension of Work Due to Non-Payment: In the event that the Client fails to make payment of an invoice on the due date, Plied shall have the right to immediately suspend all work under this Agreement. Plied’s Authorised Representative shall notify the Client via email of the suspension of work. Notwithstanding the suspension of work, Once the outstanding invoice is fully paid, work will resume and be rescheduled accordingly. Plied shall not be required to expedite or otherwise alter its scheduling to accommodate the delay caused by the suspension.

3. SERVICES

3.1 - Plied shall provide Go-To-Market services (Services) to the Client, the details of which are further set out in Schedule 1 of the SOW. Any Services not specified in the SOW shall be subject to an additional fee, to be agreed upon by the Parties in writing as part of a supplemental or revised SOW.

3.2 - Any performance dates are considered to be estimates only. If the performance of a Service is delayed either because of a Force Majeure Event or because the Client fails to timely provide instructions or materials relevant to the provision of the Services, Plied is not liable for that delay. In the event of a failure of the Client to provide instructions or materials in due time, Plied may charge and the Client agrees to pay additional fees which are the result of such failure.

3.3 - If Plied fails to deliver any Services agreed on within time or if any Services are not in accordance with this Agreement, Plied will remedy or redeliver such Services, at its sole option. Should the performance remain to be not in accordance with this Agreement while all reasonable attempts have been made to remedy, the Client’s sole and final remedy is to terminate this Agreement. 

4. LIMITATION OF LIABILITY

4.1 - Plied is not liable for any loss or damage whatsoever arising out of or in connection with the provision of the Services or for a claim made against the Client by a third party, including consequential damages, loss of profits, loss of business opportunity and goodwill and loss of data.

4.2 - In any event, the aggregate liability of Plied under or in connection with this Agreement is limited to the total sum invoiced for the provision of the Services over the following 12 month period, or the total sum paid by Plied’s professional indemnity insurance provider (if applicable), if the latter is greater. 

4.3 - Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from any event beyond the reasonable control of that party (Force Majeure Event), provided that the failing Party notifies the other Party promptly of such Force Majeure Event, including a good faith estimation of its duration.

5. FEES AND EXPENSES

5.1 - In consideration of the provision of the Services, the Client agrees to pay Plied the Fees, further details of which are set out in Schedule 2 of the SOW. All Fees are in Pound Sterling (£) and exclusive of VAT.

5.2 - Invoices will be sent on a monthly basis in advance. The Client agrees to pay invoices within 30 days of the invoice date by either bank transfer, BACS or CHAPS, stating the invoice number. The Client may not set-off any amounts against invoices. Any invoices paid after its due date shall accrue interest on a daily basis from the final day of payment until the date of actual payment and shall be calculated at a rate of 4% per year above the Bank of England base rate which is current at the date payment became overdue. 

5.3 - In addition to the Fees, the Client agrees to reimburse Plied in respect of all reasonable travel, subsistence and courier expenses incurred by Plied in the performance of the Services, and in respect of any other reasonable incidental expenses, conditioned upon the prior approval of the Client, unless otherwise agreed and specified in the SOW.

6. INTELLECTUAL PROPERTY

6.1 - The Client must ensure and warrants that it is the owner of or has obtained all intellectual property rights in any materials provided by it (Client Materials) to be used by Plied in conjunction with the Services.

6.2 - The Client grants, or procures that a third party grants, Plied all necessary rights free of charge to use Client Materials for the purpose of providing the Services.

6.3 - The Client indemnifies Plied in respect of any damages, losses, costs and expenses arising out of a third-party claim that any of the Client Materials provided to Plied as part of any Services pursuant to clause 6.1, infringes the intellectual property rights of that third party. This indemnity shall only be applicable if Plied notifies the client as soon as it becomes aware of the claim, allows the Client sole control of the defence of any such claim and does not admit or settle any such claim without the prior approval of the Client

6.4 - The intellectual property rights in and attached to any materials created or produced by Plied specifically for the Client in conjunction with the provision of the Services (Frontend Materials) are hereby assigned to and become the exclusive property of the Client after such materials have been delivered to the Client on the condition that full payment has been received by Plied, including interest and late payment fees.

6.5 - Any rights in and attached to formats, software, frameworks, documentation and other background technology (Backend Materials) used in the provision of the Services and/or incorporated into the Frontend Materials, remain at all times the exclusive property of Plied and/or its licensors. Plied grants the Client a limited right to use Backend Materials insofar this is necessary to ensure the proper use and functioning of Frontend Materials.

7. CONFIDENTIAL INFORMATION

7.1 - Each Party agrees that it may use the other Party’s confidential information only in the exercise of its rights and performance of its obligations under this Agreement.

7.2 - During the term of this Agreement and for a period of ten years following termination of this Agreement neither Party shall disclose the other Party’s confidential information including all knowhow, trade secrets, financial, commercial, technical, tactical or strategic information of any kind. However, each Party may disclose such information if this is required on a need-to-know basis to its employees, advisers or representatives, provided such persons are made aware of the confidential character of the information and are put under an obligation of confidentiality. Confidential information may also be disclosed if this is required by law or a court or a similar supervisory authority. If such disclosure is requested, the Party receiving the request shall inform the other Party promptly of the request, unless this is expressly prohibited by the requesting authority.

8. DATA PROTECTION

8.1 - For the purpose of this clause, the following terms have the following meaning:

8.1.1 - Controller, Data Subject, international organisation, Personal Data, Personal Data Breach, Processor and processing shall have the respective meanings given to them in applicable Data Protection Laws from time to time.

8.1.2 - Data Protection Laws means the EU General Data Protection Regulation 2016/679 (GDPR), the UK Data Protection Act 2018, any laws which implement any such laws, and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

8.1.3 - Protected Data means e-mail addresses, telephone numbers, names and addresses of (prospective) customers of the Client to which Plied has access - either directly or via third-party providers or tools used by the Client - in connection with the performance of Plied’s Services under this Agreement.

8.2 - The Parties agree that the Client is a Controller and that Plied is a Processor for the purposes of processing Protected Data pursuant to this Agreement. Plied shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to Plied in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws.

8.3 - Plied shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.

8.4 - The Client shall indemnify and keep indemnified Plied against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority arising out of or in connection with any breach by the Client of its obligations under this clause.

8.5 - Plied shall:

(a) - only process the Protected Data if the Client instructs Plied to perform a Service which requires Plied to access the Client’s own systems or third-party platforms or tools used or engaged by the Client in which Protected Data are stored and to perform an act of processing in respect of such data;

(b) - only process the Protected Data in respect of the specific purpose of the Service requested in relation to which Plied has been given access to the Protected Data;

(c) - only process the Protected Data for as long as is necessary for a proper performance of the Services requested by the Client;

(d) - only process the Protected Data in accordance with this Agreement and not otherwise unless alternative processing instructions are agreed between the Parties in writing, except where otherwise required by applicable law and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest; and

(e) - without prejudice to clauses 8.2 to 8.4, if Plied believes that any instruction received by it from the Client is likely to infringe Data Protection Laws it shall promptly inform the Client and be entitled to cease to provide the relevant Services until the Parties have agreed appropriate amended instructions which are not infringing;

8.6 - The Client’s grant of access to the Client’s own systems or third-party tools in order to enable Plied to perform the requested Service involving the processing of the Protected Data, is the Client’s instruction to process such Protected Data for the purpose of the Service requested by it.

8.7 - The Client understands and agrees that it is the responsibility of the Client or the third-party provider engaged or used by the Client to implement appropriate technical and organisational security measures appropriate to the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed.

8.8 - Plied shall not permit the processing of Protected Data by any agent, subcontractor or other third party (sub-processor) without the prior specific written authorisation of the Client

8.9 - The Client understands and agrees that Protected Data processed by Plied for the purpose of the Service requested by the Client may be transferred to countries outside the United Kingdom (including to countries in or outside the European Economic Area) or to any International Organisation(s) (an International Recipient), if this is necessary to properly perform the Service requested and provided the systems or tools used for the processing allow for such transfers. The appropriate safeguards applicable to such transfers to an International Recipient (and any onward transfer) shall to the extent required under Data Protection Laws be the responsibility and liability of the Client and/or the third-party provider used to process the Protected Data.

8.10 - Plied shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate Plied’s compliance with the obligations placed on it under this clause and to demonstrate compliance with the obligations on each Party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose, subject to a maximum of one audit request in any 12 month period under this clause 8.10.

8.11 - Plied shall notify the Client without undue delay and in writing (which may include by e-mail to the Authorised Representative) on becoming aware of any Personal Data Breach in respect of any Protected Data.

8.12 - On the end of the provision of the Services relating to the processing of Protected Data, at the Client’s cost and the Client’s option, Plied shall not access or process any Protected Data, except to the extent that any applicable law requires Plied to store such Protected Data.

8.13 - This clause shall survive termination or expiry of this Agreement.