Terms of Service

These Terms of Service, the Pricing Terms, Acceptable Use Policy and the DPA (these “Terms”) govern access to and use of the Service offered by Plain (defined below) and apply to any Subscriber (defined below) who obtain access to the Services either by (a) executing an Order Form with Plain; or (b) purchasing a subscription directly through Plain’s website via a self-service mechanism.

Last modified: August 2025

In either case, these Terms, together with any applicable Order Form or selections made during the online subscription process, constitute a binding agreement between Subscriber and Plain, effective as of the Commencement Date (defined below).

1. INTERPRETATION

1.1 In these Terms, unless the context otherwise requires, the following terms will have the corresponding meanings given below:

Administrator: has the meaning given to it in clause 3.2.

Affiliate: a company, trust (or the trustees of a trust acting in their capacity as trustees), partnership, corporation, association or any other legal entity, which controls such person, is controlled by, or is under common control with, including subsidiary or parent companies of a party to these Terms.

Acceptable Use Policy: the policy available at https://plain.com/legal-pages/acceptable-use-policy as may be amended from time to time by Plain.

Authorized Payment Method: a current and valid payment method accepted by Subscriber for access to, or use or receipt of, the Service.

Commencement Date: the date Subscriber subscribes for access to and use of the Service, or the date specified in the Order Form (if applicable), or otherwise the date Plain sets up the Administrator’s account in accordance with clause 3.2.

Confidential Information: all information (however recorded or preserved) disclosed by a party, its Affiliates, or its respective directors, officers, employees, agents, contractors or professional advisors of the same whether before or after the Commencement Date, which is marked as confidential or has otherwise been indicated as being confidential, including (i) any information relating to the business, affairs, customers, clients, licensors, suppliers, new products, plans, research, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); (ii) any information relating to the designs, specifications, techniques, research, development operations, processes, procedures, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendor, ideas, formulas, source code, data, Intellectual Property Rights or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs or in relation to Plain, any of its third party licensors); (iii) any information relating to penetration test results and other security information; (iv) defect and support information and metrics; and (v) first and third party audit reports and attestations.

Discloser: has the meaning given in clause 11.1.

DPA: the data processing addendum available at https://www.plain.com/legal/dpa.

End-customer: any person who is an existing or prospective customer of Subscriber and accesses the Service to receive customer service support from Subscriber, but, for clarification, excluding any Users.

Fees: the fees payable by Subscriber in connection with the provision of the Service, calculated in accordance with the Pricing Terms, or if applicable, the Order Form. 

Force Majeure Event: any event or circumstances beyond the reasonable control of either party, including: (a) acts of God, fire, flood, explosion, earthquake, storm, natural disaster, pandemics and epidemics or other analogous events; (b) civil commotion, hostilities (whether war is declared or not), sabotage, an act of terrorism, chemical or biological contamination; (c) the acts of any public authority or imposition of any government sanction, embargo or similar action; (d) interruption or failure of a utility service or transport or telecommunications network and/or breakdown of plant or machinery; (e) any change in applicable law which impacts such party’s ability to perform its obligations under these Terms and/or significantly increases the costs to be incurred and/or effort to be expended by such party in performing its obligations under these Terms; or (f) strike, lock-out or other industrial dispute, Internet service provider failure or delay or denial of service attack, save that any inability to pay the Fees shall not constitute a Force Majeure Event.

Improvements: has the meaning given to it in clause 10.2.

Initial Term: has the meaning given to it in clause ‎9.1.

Insolvency Event: when: (a) a party suspends payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; (b) a party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors; (c) in relation to a party, a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of a party; (d) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over a party; (e) an encumbrances takes possession of or a receiver is appointed over any assets of such party; (f) any judgment or order is made any judgment or order made which is not complied with or discharged within 30 days or is the subject of any execution, distress, sequestration or other process levied upon or enforced against any of assets of such party; or (g) any analogous demand, appointment or procedure is instituted or occurs in relation to a party in any jurisdiction in which the party carries on business.

Intellectual Property Rights: any and all rights to patents (including any rights in or to inventions), trade marks, service marks, logos, trade names and business names (including rights in goodwill attached thereto), design rights, rights in or to internet domain names and website addresses, copyright (including future copyright), database rights, rights in and to Confidential Information (including know-how, business methods, data and trade secrets) and all other intellectual property rights, in each case subsisting at any time in any part of the world (whether registered or unregistered) and any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction and similar or analogous rights to any of these rights in any jurisdiction.

Order Form: the document entered into between the parties which sets out the order form particulars and references these Terms of Service.

Plain Content: any data, information and content that Plain makes available via the Service, including the text, documents, graphs, models, memos, scripts, graphics, features.

Plain: Not Just Tickets Ltd, a company registered in England and Wales under company registration number 12736513 and registered address of 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT, United Kingdom.

Pricing Terms: the rates and pricing terms applicable to the Service as set out at https://www.plain.com/pricing/ as may be amended from time to time by Plain.

Privacy Policy: the privacy policy available at https://www.plain.com/legal/privacy-policy.

Recipient: has the meaning given in clause 11.1.

Renewal Term: has the meaning given to it in clause 9.1.

Service: means Plain’s web-based customer service tool (including the API and chat widget and email exchange system that allows Users and End-customers to access the relevant functionality provided through the Service), the Plain Content and any support services, in each case as may be amended from time to time (including as required by applicable laws and regulations).  

Subscriber Data: all content, data and information submitted or uploaded by or on behalf of Subscriber to the Service.

Subscriber: the company, organization or another legal entity subscribing for access to and use of the Service.

Term: has the meaning given to it in clause ‎9.1.

Usage Data: has the meaning given to it in clause 10.3.

Usage Limits: has the meaning given to it in clause 2.6.

User: such employee(s), agent(s) and/or contractor(s) of Subscriber from time to time to use the Service on behalf, and for the benefit, of Subscriber to provide customer service support to End-customers, including the Administrator.

Virus: any thing or device (including any software, code, file or program) which may: (a) 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; (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2 The clause and paragraph headings and the table of contents used in these Terms are inserted for ease of reference only and will not affect construction.

1.3 References to “clauses” are references to the clauses of these Terms.

1.4 References to persons will include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.

1.5 In these Terms, any words following the words “including”, “in particular”, “other” or similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.6 References to a statute or statutory provision shall include all subordinate legislation made as at the Commencement Date under that statute or statutory provision.

2. USE OF THE SERVICE

2.1 Plain grants to Subscriber a limited, revocable, non-sublicensable, non-exclusive, non-transferable, royalty-free right during the Term to allow the Users and End-customers to access and use the Service in accordance with these Terms solely for the purposes of Subscriber providing customer service support to End-customers. Subscriber agrees that Subscriber, Users and End-customers acquire absolutely no rights or licenses in or to the Service, or the Plain Content, other than the limited right to access and use the Service in accordance with these Terms.

2.2 Subscriber agrees that its licence of the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Plain with respect to future functionality or features.

2.3 Plain reserves the right to update, delete, disable or prevent access to any Plain Content or a feature contained within the Service, including in response to:

1. a change in applicable law;

b. legal advice; or 

c. Plain’s reasonable assessment that Plain Content or a feature of the Service is otherwise no longer appropriate for access and/or use via the Service.

Plain may take any of these actions at any time in good faith or in circumstances where such actions are necessary. Whenever reasonably possible, Plain will endeavor to notify Subscriber in advance, however, there may be instances where notice is not feasible. In such cases, Plain will make reasonable efforts to notify Subscriber after the fact. Subscribers may contact Plain with questions or concerns about any changes, and Plain shall provide further clarification and guidance to minimise disruption.

2.4 Subscriber is responsible for all activities conducted under the Users’ and End-customers’ logins on the Service. Subscriber shall (and procure that the Users and End-customer shall) use the Service, and at all times act, in compliance with these Terms, the Acceptable Use Policy and applicable law.

2.5 Subscriber shall ensure that use of the Service is limited to the Users and End-customers and that Users do not share logins. Subscriber shall notify Plain as soon as a User no longer works for Subscriber, or it becomes aware of any unauthorized use of the Service by any person (including any Users and End-customers).

2.6 Subscriber’s (including Users’ and End-customers’) use of the Service shall be subject to fair-usage limits as detailed in the Acceptable Use Policy (“Usage Limits”), and Subscriber shall ensure that the Users and End-customers use the Service appropriately and within the Usage Limits. Plain shall notify Subscriber if it determines that any use exceeds, or is likely to exceed, the Usage Limits at any time and Plain shall be entitled to suspend or terminate Subscriber’s, Users’ and/or End-customers’ access to the Service following such notification.

2.7 Subscriber acknowledges and agrees that access and use of the Service requires certain minimum requirements (including technical systems requirements) to be met as notified by Plain from time to time.

2.8 Subscriber shall maintain appropriate administrative, physical and technical safeguards to protect the security and integrity of the Service.

2.9 Subscriber shall not, and not permit any User, End-customer or third party to: 

1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service and/or Plain Content (as applicable) in any form or media or by any means;

3. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service, Plain Content, or any software, documentation or data; 

4. use the Service other than in accordance with the Terms and in compliance with all applicable laws and regulations; 

5. access the Service to build a competitive product or service, or copy any ideas, features, functions or graphics of the Service; 

6. remove any title, trademark, copyright and/or restricted rights notices or labels from the Service;

7. subject to clauses 2.1 and 14, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Plain Content available to any third party except the Users and/or End-customers; or

8. introduce or permit the introduction of, any Virus or Vulnerability into the Service or Plain’s network and information systems.

2.10 Any use of the Service in breach of these Terms by Subscriber, Users or End-customers that in Plain’s judgment threatens the security, integrity or availability of the Service, may result in Subscriber’s immediate suspension of the Service; however, Plain will use commercially reasonable endeavours under the circumstances to provide Subscriber with notice and an opportunity to remedy such breach or threat prior to such suspension.

2.11 Subscriber agrees, to the extent permitted by law, to indemnify, defend, and hold harmless, Plain, its Affiliates and personnel from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including legal fees) due to, arising out of, or relating in any way to: 

1. its access to or use of the Service and Plain Content, other than in accordance with these Terms; 

2. Subscriber Data, including infringement claims related to Subscriber Data; 

3. its breach of these Terms or any applicable law or regulation by it or any User or End-customer; or 

4. it’s, any User’s or End-customer’s negligence or wilful misconduct.

2.12 Plain agrees, to the extent permitted by law, to indemnify Subscriber and its officers, employees and agents from and against any and all direct loss, damage, liability, or action (including reasonable legal and attorney fees and expenses) arising out of any third party claim that use of the Service in accordance with these Terms infringes any third party Intellectual Property Rights. 

2.13 The indemnity in clause 2.12 shall not apply to the extent that the infringement or alleged infringement arises from:

1. Subscriber’s modification of the Service without Plain’s written consent;

2.  the combination of the Service with any product, process, or material not supplied or approved by Plain; or

3. Subscriber’s use of the Service in a manner not expressly permitted by these Terms.

2.14 In the event of any claim under clause 2.12, Plain shall, at its own expense, promptly:

1. procure for Subscriber the right to continue using the Service;

2. Modify the Service to make it non-infringing; or

3. replace the Service with a non-infringing alternative. 

If none of the foregoing remedies is reasonably available, Plain may terminate the Terms.

2.15 During the Term, Plain may provide standard support services in relation to the Service.

3. ACCESSING THE SERVICE

3.1 To use the Service, an individual acting on behalf of Subscriber (“Administrator”) must create an account and accept these Terms for and on behalf of Subscriber. The Administrator must have authority to act on behalf of, and bind, Subscriber to these Terms.

3.2 Once the Administrator’s account has been created, the Administrator will be responsible for managing Subscriber’s workspace within the Service and for granting Users access to the Service and Subscriber’s workspace by sending them invitations through the Service and setting access levels for each User’s account. The Administrator’s account cannot be used by more than one individual, unless reassigned to a new individual replacing the former individual. 

4. SUBSCRIBER DATA

4.1 As between Plain and Subscriber, Subscriber owns all Subscriber Data. Subject to clause 4.3, Subscriber grants to Plain, its Affiliates and applicable contractors a perpetual, worldwide, royalty-free license to host, copy, transmit and display Subscriber Data or otherwise use, as reasonably necessary for Plain to provide the Service in accordance with these Terms. Subject to the licenses granted in these Terms, Plain acquires no right, title or interest to any Subscriber Data.  

4.2 Subscriber shall be responsible for the accuracy, quality and legality of Subscriber Data and the means by which Subscriber acquired Subscriber Data. Subscriber acknowledges and agrees that upon termination of these Terms it may not be able to recover Subscriber Data, and it is therefore recommended that Subscriber keeps a backup of all Subscriber Data. Subscriber will use all reasonable endeavors to ensure Subscriber Data does not include any sensitive personal data. 

4.3 Subscriber grants to Plain, its Affiliates and applicable contractors the irrevocable right to use, modify, license, combine or aggregate with other data and information available, derived or obtained from other sources, create insights, and derivatives from Subscriber Data, excluding Subscriber’s Confidential Information (“Aggregated Data”) for analytical purposes, provided that such Aggregated Data is aggregated, deidentified and anonymized.

4.4 Subscriber warrants, and is solely responsible for ensuring and must ensure, that it owns Subscriber Data, or that it has received all necessary permissions, clearances, and authorizations in order to submit Subscriber Data to the Service (including compliance with applicable laws and data protection laws) and grant the rights and licenses contained in these Terms for Subscriber Data.

4.5 Except with the prior written consent of Subscriber, Plain shall not, and shall not permit any third party to, use Subscriber Data to create, develop, train, fine-tune or otherwise improve any artificial intelligence models or machine-based systems that can or are designed to operate with varying levels of autonomy and that can, for implicit or explicit human-defined objectives, generate outputs such as predictions, recommendations, or decisions influencing real or virtual environments.

5. FEES AND PAYMENT

5.1 All Fees shall be calculated monthly in arrears in accordance with the rates set out in the Pricing Terms or Order Form (if applicable).

5.2 Subscriber shall pay the Fees in accordance with the Pricing Terms or Order Form (if applicable). 

5.3 Subscriber acknowledges and agrees that payment of the Fees under these Terms may be taken by Plain via the Authorized Payment Method. Where Plain fails to charge the Authorized Payment Method (for example and without limitation, where the Authorized Payment Method has expired or is no longer valid), Plain reserves the right to re-bill Subscriber’s Authorized Payment Method.

5.4 If Subscriber fails to pay any amount by the due date:

1. Plain may, without liability to Subscriber, suspend Subscriber’s’ subscription to the Service, and Subscriber shall have no right to use or access the Service until all outstanding amounts are paid in full; and

2. Subscriber must pay interest on the outstanding amount for the period from and including the due date up to the date of actual payment. Interest will be payable at the rate of five per cent (5%) above the Bank of England base rate from time to time.

5.5 Subscriber shall pay all amounts due in full without any withholding or deduction, other than as required by law and Subscriber will not be entitled to assert any credit, set-off or counterclaim against Plain in order to justify withholding payment of any amount. Where any such deduction or withholding is required by law, the amount due from Subscriber shall be increased to an amount which (after making such withholding or deduction) leaves an amount equal to the amount which would have been due if no such withholding or deduction had been required. 

5.6 Plain reserves the right to adjust the Fees, subject to Plain providing no less than thirty (30) days’ prior notice to Subscriber.

6. SERVICE WARRANTIES

6.1 Plain warrants that during the Term:

1. the Service shall perform materially in accordance with these Terms; 

2. Plain shall make commercially reasonable endeavors to make the Service available to Subscriber twenty four (24) hours a day, seven (7) days a week (except for any unavailability caused by planned or unplanned maintenance undertaken by or on behalf of Plain or a Force Majeure event); 

3. Plain will employ then-current, industry-standard measures to test the Service to detect and remediate viruses and other programs designed to negatively impact the operation or performance of the Service; and 

4. it owns or otherwise has sufficient rights in the Service and Plain Content to grant Subscriber the rights set out in these Terms.

6.2 To the extent permitted by applicable law, as Subscriber’s sole and exclusive remedy and Plain’s entire liability for a breach of the warranties in this clause 6, Plain shall use commercially reasonable endeavors to correct the non-conforming Service at no additional charge to Subscriber, and in the event Plain fails to successfully correct the Service within a reasonable time of receipt of written notice from Subscriber detailing the breach, then Subscriber shall be entitled to terminate the Service. The warranties in this clause 6 shall apply only if Subscriber’s use of and access to the Service has been strictly in accordance with these Terms and applicable law.

6.3 Except as expressly set out in these Terms, Subscriber agrees that the Service and Plain Content are provided on an "as is" and "as available" basis, without any warranties or conditions of any kind, either express or implied, including, but not limited to, all warranties, representations, conditions and other terms of any kind whatsoever relating to the Service, the Plain Content, or other subject matter of these Terms, any terms and conditions that are implied by law, trade custom, practice or course of dealing, warranties of non-infringement of third party rights, title, merchantability and fitness for a particular purpose and any warranty that the Service or Plain Content, or use thereof, will be accurate, complete, reliable, uninterrupted, error-free or free from Viruses or Vulnerabilities.

6.4 Subscriber expressly acknowledges that the nature of the internet means that access to the Service and the Plain Content, varies considerably, and is dependent upon circumstances beyond the reasonable control of Plain. Plain has no liability for the content of any data or information made available on any third party websites or any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. Subscriber acknowledges and agrees that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.5 Subscriber agrees that it does not rely and has not relied on (including by way of an inducement to enter into these Terms) any representations, warranties, conditions or terms whatsoever regarding the subject matter of these Terms, express or implied, except for the warranties set forth under clauses ‎6.1 and ‎7.

7. GENERAL WARRANTY

Each party warrants and represents to the other party that it has full capacity to enter into and perform these Terms and once duly executed, these Terms will constitute its legal, valid and binding obligations.

8. INSURANCE

Plain shall maintain insurance coverage that is appropriate and customary for the nature and scope of the Services provided. Such coverage shall include public liability insurance and professional indemnity insurance in amounts reasonably adequate to cover its obligations under these Terms.

9. LIABILITY

9.1 Subject to clauses ‎8.2 and 8.3, the total aggregate liability of Plain due to, under or arising out of, or in connection with these Terms in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of any and all claims, will not exceed the Fees paid by Subscriber in the twelve (12) months immediately prior to the relevant claim.

9.2 Subject to clause ‎8.3, Plain will not be liable to Subscriber, whether in contract, tort (including negligence), breach of statutory duty or otherwise, under or in connection with these Terms for:

1. any loss of profit, loss of revenue, loss of sale or business, loss of contract, loss of reputation, loss of or damage to goodwill or loss of anticipated savings; 

2. error or interruption of use, loss or inaccuracy or corruption of data, software or information; 

3. the cost of procurement of substitute goods, services, rights, or technology or any wasted expenditure; or 

4. any indirect, consequential or special losses.

9.3 Nothing in these Terms will in any way exclude or limit a party’s liability to the other party for:

1. death or personal injury caused by that party’s negligence;

2. fraud or fraudulent misrepresentation; 

3. any payment obligations of Subscriber under these Terms; and/or

4. any other matter for which it would be illegal to exclude or restrict its liabilities.

10. TERM AND TERMINATION

10.1 These Terms will commence on the Commencement Date and shall continue for the relevant subscription period set out in the Pricing Terms or Order Form (if applicable) (“Subscription Period”) and thereafter, these Terms shall automatically renew for further successive periods of the same duration as the Subscription Period (each a “Renewal Period” and together with the Subscription Period, the “Term”) until either party notifies the other party of termination, in writing, at least thirty (30) days before the end of the then current Subscription Period or relevant Renewal Period in which the notice to terminate will expire, unless terminated earlier in accordance with this clause ‎9.

10.2 Without affecting any other right or remedy available to it, either party may terminate these Terms immediately by giving written notice to the other party if the other Party:

1. commits any material breach of its obligations under these Terms and, if remediable, fails to remedy it after being given thirty (30) days’ written notice specifying the breach and requiring it to be remedied; or

2. becomes the subject of an Insolvency Event.

10.3 Without affecting any other right or remedy available to it, Plain may terminate these Terms:

1. immediately by giving written notice to Subscriber if Subscriber fails to pay to Plain any amount by the due date for payment of such amount under these Terms, and such amount remains unpaid fourteen (14) days after the date Plain notifies Subscriber that the amount is overdue; or

2. by providing thirty (30) days’ prior written notice to Subscriber, provided Plain refunds any portion of the Fees paid in advance by Subscriber which relate to the period after the effective date of such termination.

10.4 On termination of these Terms for any reason:

1. all licenses and rights granted under these Terms to Subscriber shall terminate and Subscriber shall (and shall procure that all Users and End-customers) immediately cease all use of the Service; 

2. each party shall make commercially reasonable endeavors to (and in the case of Subscriber, procure that the Users and End-customers shall) destroy and make no further use of any Plain Content (in the case of Subscriber), Subscriber Data (in the case of Plain), and technology, property, documentation, Confidential Information and other items (and all copies of them) belonging to the other party. Notwithstanding the foregoing, each party shall have the right to retain any such Confidential Information belonging to the other party solely to the extent required to be maintained on its systems for legal or compliance reasons or to the extent stored for its back up files in the ordinary course of its business;

3. Subscriber may submit a request to sales@plain.com, for Subscriber Data to be deleted from the Service, however Subscriber acknowledges and agrees that certain Subscriber Data will be retained if it has been integrated into data that is integral to the Service, including Subscriber Data in communications sent by Users via the Service and Aggregated Data. Such Subscriber Data is necessarily retained for the integrity of the Service, including auditing, security and other legitimate interests (please refer to the Privacy Policy);

4. 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 these Terms which existed at or before the date of termination shall not be affected or prejudiced; and

5. the following clauses will survive the termination of these Terms: ‎1 (Interpretation), ‎4.2 (Subscriber Data), 5 (Fees and Payment), 7 (General Warranty), ‎8 (Liability), ‎10 (Intellectual Property Rights), 11 (Confidentiality), ‎12 (Data Protection), ‎13 (Notices), ‎15 (General), ‎16 (Governing Law), together with any other terms intended expressly or by implication to survive termination.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Except for the rights expressly granted under these Terms, Plain and its licensors retain all right, title, and interest in and to the Service and the Plain Content, including Intellectual Property Rights contained therein. No rights are granted to Subscriber hereunder other than as expressly set forth in these Terms.

11.2 Subscriber acknowledges and agrees that any improvements, modifications and changes to the Service or the Plain Content, or any recommendations, comments, feedback or suggestions regarding the Service made by Subscriber (or any of the Users or End-customers), including any Intellectual Property Rights therein (“Improvements”) will automatically be vested in, and become the exclusive property of, Plain. Plain can use such Improvements in any way without compensating Subscriber, Users or End-customers, and without any restriction or obligation to Subscriber, any Users or End-customers. To the extent such automatic vesting is not possible, Subscriber shall assign (and shall procure that the Users and End-customers assign) all rights it has in the Improvements to Plain with full title guarantee and execute all documents necessary to give effect to such assignment. In the event such assignment fails, Subscriber grants (and shall procure that the Users and End-customers grant) Plain a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual and unlimited license to use or exploit such Improvements in any way, including to incorporate such Improvement into the Service and the Plain Content.

11.3 Plain owns, without restriction, the statistical usage data derived from the operation of the Service, including data regarding web applications utilised in connection with the Service, configurations, log data, and the performance results for the Service (“Usage Data”). If Plain provides Usage Data to third parties, such Usage Data shall be de-identified and aggregated so that it will not disclose the identity of Subscriber, any User(s) or End-customers(s).

11.4 Subscriber will immediately notify Plain in writing if it becomes aware of any facts indicating that the security of the Service has been or is likely to be violated, or that the Service, the Plain Content is or may be infringing the Intellectual Property Rights of a third party.

12. CONFIDENTIALITY 

12.1 Each party and, in the case of Plain, its Affiliates (“Recipient”) may, during the Term, have access to Confidential Information of the other party and/or, in the case of Plain, its Affiliates (“Discloser”). The provisions agreed between the parties, including these Terms are deemed Confidential Information of both parties. Confidential Information shall not include, and shall cease to include, as applicable, information or materials that: 

1. is publicly available or becomes publicly available other than through an act or omission of the Recipient; 

2. were rightfully known to the Recipient prior to its receipt thereof from the Discloser; 

3. are or were disclosed by the Discloser generally without restriction on disclosure; 

4. were lawfully received by the Recipient from a third party without that third party’s breach of agreement or obligation of trust; or 

5. are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession.

12.2 The Recipient must hold the Discloser’s Confidential Information in strict confidence, and must not disclose such Confidential Information to any third party other than to its Affiliates and its and their employees, professional advisors, and approved sub-contractors (and then in each case only on a “need-to-know” basis), subject to such person agreeing to hold the Confidential Information in strict confidence on substantially similar terms to those set out in this clause 11.

12.3 The Recipient shall not use the Discloser’s Confidential Information for any purpose outside the scope of these Terms, except with the Discloser’s prior written permission.

12.4 Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the compelled disclosure.

12.5 Subscriber shall also advise each User and End-customers who may be exposed to Confidential Information of their obligations to keep such information confidential. 

12.6 Due to the unique nature of the parties’ Confidential Information disclosed hereunder, the parties acknowledge that there may be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. 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.

12.7 Plain shall be permitted to name Subscriber as a customer of Plain, provided that it will not, without the prior written consent of Subscriber, use Subscriber’s name in any written advertising or publicity, or represent that the Service has been endorsed by Subscriber.

13. DATA PROTECTION

Subscriber agrees that Plain’s DPA will apply to the processing of Subscriber’s Personal Data or Customer Personal Data (as defined in the DPA) by Plain. 

14. NOTICES

14.1 Any notice or other communication to be given under these Terms must be in writing, in English and may be served by email using help@plain.com, hand delivery at, or by pre-paid first class post, recorded delivery or registered post to the addresses of the receiving party as set out in these Terms, Order Form (if applicable), or such other address as may have been notified by that party for such purposes.

14.2 Subject to clause ‎13.3, any notice or other communication served in accordance with clause ‎13.1 will be deemed to have been received: (a) if delivered by email, at the time of delivery; (b) if delivered by hand, at the time of delivery; or (c) if sent by pre-paid first-class post, recorded delivery or registered post, at 9.30 am on the second clear day after the date of posting.

14.3 If, under the provisions of clause 13.2, a notice or other communication would be deemed to have been received outside normal business hours, (being 9 am to 5 pm, excluding public holidays in the United Kingdom), it will instead be deemed to have been received at the recommencement of such normal business hours.

15. ASSIGNMENT

15.1 Subject to clauses ‎14.2 and 14.4, neither party may assign any rights or obligations arising under these Terms without the other party’s prior written consent, not to be unreasonably withheld, conditioned or delayed, and any such attempted assignment or transfer in violation of this clause is void and without effect.

15.2 Subject to clause 14.3, either party may freely assign and transfer these Terms upon notice (without consent), to its successor in connection with a merger, acquisition, corporate reorganization, or sale or lease of all or substantially all of its assets, provided that, in the case of Subscriber as the assigning party, all fees owed and due have been paid.

15.3 Plain may terminate these Terms and cancel or withdraw all or any part of the Service upon any direct or indirect change of control of Subscriber (whether by merger, acquisition, corporate reorganization, sale or lease of all or substantially all of its assets, or otherwise) should such change of control: (a) be to a direct competitor of Plain or any of its Affiliates; (b) be to an assignee or successor that holds an investment in a direct competitor of Plain or any of its Affiliates; (c) affect the performance of any obligations under these Terms; or (d) change the scope of the usage or the intent contemplated by the parties under these Terms. Any assignment or transfer in violation of this clause 14 is void and without effect.

15.4 Plain may assign to its Affiliates or subcontract to any third party or its Affiliates any or all of its rights, and/or transfer any or all of its obligations, under these Terms without the consent of Subscriber.

15.5 These Terms will inure to the benefit of, and will be binding on, the parties and their respective permitted successors and assigns.

16. GENERAL

16.1 Entire agreement: These Terms contain the entire agreement between the parties and any and all prior or contemporaneous written or oral agreements existing between the parties, including any non-disclosure agreement(s) related to the subject matter hereof are expressly cancelled. The parties agree that these Terms apply to the exclusions of any other terms that Subscriber seeks to impose or incorporate. Each party irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind these Terms by reason of any misrepresentation not contained in these Terms.

16.2 Third Parties: Nothing in these Terms gives rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

16.3 Force Majeure: Neither party will be liable to the other party for its inability or failure to perform, or delay in performing, any obligation under these Terms (other than an obligation to pay) caused by a Force Majeure Event.

16.4 Costs and Expenses: Except as otherwise stated in these Terms, each party must pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of these Terms and reach document referred to in it, provided that nothing in this clause 15.4 will prejudice the right of either party to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of these Terms.

16.5 No partnership, Joint Venture or Agency: These Terms will not operate to create a partnership, or joint venture, or agency of any kind between the parties. Nothing contained in these Terms will be construed to constitute either party to be the agent of the other. Neither party will have any authority to make any commitments on the other party’s behalf.

16.6 Severance: If any provision of these Terms is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of these Terms will remain in full force and effect and will not in any way be impaired. If any provision of these Terms is held to be invalid or unenforceable but would be valid or enforceable if some parts of the provision were deleted, or the period of the obligation reduced in time, or the range of activities or area covered reduced in scope, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

16.7 Waiver: Any omission to exercise, or delay in exercising, any right or remedy under these Terms will not constitute a waiver of that, or any other, right or remedy. Any waiver by either party of its rights or remedies arising under these Terms or by law will not constitute a continuing waiver of that right or remedy or a waiver of any right or remedy. Notwithstanding anything contained in clause ‎6.3 or this clause ‎15.7, Plain shall not have any liability in respect of any claim due to, under and/or arising out of or in connection with these Terms in contract, tort (including negligence), breach of statutory duty or otherwise if Subscriber has not provided Plain with a detailed description of the alleged claim and the losses it believes it has suffered within twelve (12) months of the occurrence of the first event that gave rise to such claim.

16.8 Cumulative Rights: The rights, powers, privileges and remedies provided in these Terms are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law. 

16.9 Variations: Plain may amend these Terms from time to time, in which case the new agreement will supersede prior versions. Plain will notify Subscriber not less than thirty (30) days prior to the effective date of any such amendment and Subscriber’s continued use of the Service following the effective date of any such amendment may be relied upon by Plain as Subscriber’s consent to any such amendment. Plain will update the “Last modified” date at the top of these Terms following any such amendment. 

17. GOVERNING LAW AND JURISDICTION 

These Terms and any dispute arising out of or in connection with it or its subject matter will be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of London, England will have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.