Terms of Service

These Term of Service, the Pricing Terms, Acceptable Use Policy and the DPA (these “Terms”) governs Subscriber’s licence and use of the Service.

Last modified: 15 November 2023

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 3.1.

Affiliate: in relation to Plain, 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, or is controlled by Plain, or is under common control with Plain, including subsidiary or parent companies of Plain.

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.

Commencement Date: the date Plain sets up the Administrator’s account in accordance with clause 3.1.

DPA: has the meaning given to it in clause 12.1.

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

Fees: the fees payable by the Subscriber in connection with the provision of the Service, calculated in accordance with the Pricing Terms. 

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.

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.

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 Services as set out at https://www.plain.com/pricing/ as may be amended from time to time by Plain.

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, organisation or another legal entity subscribing for access to and use of the Service.

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

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.

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 the Subscriber providing customer service support to End-customers.  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 of the Service contained within the Service for any reason, at any time and without notice to Subscriber, including in response to:

(a) 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 and will try to notify Subscriber beforehand, but this may not always be possible.

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 and/or if it becomes aware of any unauthorised 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 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 violation or threat prior to such suspension.

2.10 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: (a) its access to or use of the Service and Plain Content, other than in accordance with these Terms; (b) Subscriber Data, including infringement claims related to Subscriber Data; (c) its breach of these Terms or any applicable law or regulation by it or any User or End-customer; or (d) it’s, any User’s or End-customer’s negligence or wilful misconduct.

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

3. ACCESSING THE SERVICE

3.1 To use the Service, the individual acting on behalf of Subscriber must (“Administrator”) create an account and accept these Terms for and on behalf of the 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 the Subscriber’s workspace within the Service and for granting Users access to the Service and the 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. CUSTOMER DATA

4.1 As between Plain and Subscriber, Subscriber owns all Subscriber Data. Subscriber grants to Plain, its Affiliates and applicable contractors a perpetual, worldwide, 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 endeavours 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, aggregate with other data, create insights and derivatives from and/or anonymise Subscriber Data (“Aggregated Data”) and combine and incorporate the Aggregated Data with or into other data and information, available, derived or obtained from other sources for analytical purposes.

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 authorisations 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.

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.

5.2 Subscriber shall pay the Fees in accordance with the Pricing Terms. 

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

(a) 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

(b) 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.  

5.4 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. 

5.5 Plain shall be entitled to increase the Fees payable upon no less than thirty (30) days’ prior notice to Subscriber.

6. SERVICE WARRANTIES

6.1 Plain warrants that during the Term:  

(a) the Service shall perform materially in accordance with the terms of these Terms; 

(b) Plain shall make commercially reasonable endeavours 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); 

(c) 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 

(d) 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 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 endeavours 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, Plain disclaims 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, express or implied, including 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 use thereof, will be uninterrupted, error-free or free from viruses or vulnerabilities.  Plain (nor its Affiliates) makes any representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the Plain Content (including its accuracy, completeness, reliability, availability or whether it is free from viruses and vulnerabilities).  Subscriber expressly acknowledges that the nature of the Internet means that access to the Service, 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 third party websites.  The parties are not relying and have 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 clause ‎6.1 and clause ‎7.  Nothing in these Terms shall be construed so as to exclude liability for fraudulent misrepresentation. 

7. GENERAL WARRANTY

7.1 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. LIABILITY

8.1 Notwithstanding anything to the contrary in these Terms and subject always to clause 8.5, the Service and Plain Content are provided to Subscriber on an “as is” and “as available” basis. 

8.2 Plain is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Subscriber acknowledges and agrees that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.3 Subject to clauses ‎8.4 and 8.5, the total aggregate liability of Plain 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, in respect of any and all claims, will not exceed £1,000.

8.4 Subject to clause ‎8.5, 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:

(a) any loss of profit, loss of revenue, loss of sale or business, loss of contract, loss of or damage to goodwill or loss of anticipated savings; 

(b) error or interruption of use, loss or inaccuracy or corruption of data, software or information; 

(c) the cost of procurement of substitute goods, services, rights, or technology or any wasted expenditure; or 

(d) any indirect, consequential or special losses.

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

(a) death or personal injury caused by that party’s negligence;

(b) fraud or fraudulent misrepresentation; 

(c) any payment obligations of the Subscriber under these Terms; and/or

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

9. TERM AND TERMINATION

9.1 These Terms will commence on the Commencement Date and shall continue for the relevant subscription period set out in the Pricing Terms (“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.  

9.2 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:  

(a) 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

(b) becomes the subject of an Insolvency Event.

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

(a) 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

(b) 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.

9.4 On termination of these Terms for any reason:

(a) all licences 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; 

(b) each party shall make commercially reasonable endeavours to (and in the case of the Subscriber, procure that the Users and End-customers shall) destroy and make no further use of any Plain Content, 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;

(c) the 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);

(d) 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

(e) the following clauses will survive the termination of these Terms: ‎1 (Interpretation), ‎4.2 (Subscriber Data), 5 (Fees and Payment), ‎8 (Liability), ‎9 (Intellectual Property Rights), 11 (Confidentiality), ‎12 (Data Protection), ‎7 (General Warranty), ‎13 (Notices), ‎15 (General), ‎16 (Governing Law), together with any other terms intended expressly or by implication to survive termination.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 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 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 (“Intellectual Property Rights”).  No rights are granted to Subscriber hereunder other than as expressly set forth in these Terms.

10.2 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.

10.3 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).

10.4 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.  

11. CONFIDENTIALITY

11.1 Each party and, in the case of Plain, its Affiliates (“Recipient”) may, during the Term, have access to confidential information and materials of the other party and/or, in the case of Plain, its Affiliates (“Discloser”) such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”).  The provisions of 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. (a) is publicly available or becomes publicly available other than through an act or omission of the Recipient; 

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

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

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

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

11.2 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, in the case of Plain, 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.

11.3 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.

11.4 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.

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

11.6 Plain shall be permitted to name the 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.

12. DATA PROTECTION

12.1 Plain’s data processing addendum (“DPA”) will apply to the processing of Subscriber Personal Data (or Customer Personal Data as defined in the DPA) by Plain. 

13. NOTICES

13.1 Any notice or other communication to be given under these Terms must be in writing, in English and may be served by email using sales@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, or such other address as may have been notified by that party for such purposes.

13.2 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.

13.3 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 bank and public holidays in the UK), it will instead be deemed to have been received at the recommencement of such normal business hours.

14. ASSIGNMENT

14.1 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.  

14.2 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 reorganisation, 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.

14.3 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 reorganisation, 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.

14.4 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.

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

15. GENERAL

15.1 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.

15.2 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.

15.3 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.  

15.4 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.

15.5 Equitable Relief:  Due to the unique nature of the parties’ Confidential Information disclosed hereunder, 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.  

15.6 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.

15.7 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.

15.8 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 ‎15.8, 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.

15.9 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.

15.10 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 Services 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. 

16. 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.  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.