Terms of Service
These terms and conditions (“terms") set out the terms on which plandek limited (“plandek”, “us”, “we”, “our”) provide you (“you”, “your”, “customer”) with access to the buildtrakr platform (“platform”) at www.plandek.com (“website”). Please read these terms carefully and ensure that you have understood them. By clicking on the button marked “sign up” you warrant that you understand and accept these terms. If you are accepting these terms on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. The same rights, limitations and restrictions apply to your employer. You agree that these terms are enforceable as if they were a written negotiated agreement signed by your employer. If you do not agree to these terms, please cease use of the platform immediately.
You are advised to print and retain a copy of these terms for your future reference.
1. INFORMATION ABOUT PLANDEK
1.1 The Platform is owned and managed by Plandek Limited, a company registered in England and Wales with the company registration number 10857918 and having its registered address at Unit 10, 1 Luke Street, London, EC2A 4PX. You can also contact us via e-mail on firstname.lastname@example.org.
1.2 The Platform is intended to be used for commercial purposes.
2. THE REGISTRATION PROCESS
2.1 Our conditions for registration. To use the Platform you must be:
2.1.1 where you are an individual, eighteen (18) years old or over;
2.1.2 legally capable of entering into binding contracts; and
2.1.3 not in any way prohibited by the applicable law in the jurisdiction which you are currently located to enter into these Terms.
2.2 You must register through your existing GitHub account. In order to access and use the Platform you shall be required to register using your existing GitHub account. By completing your registration to use the Platform, you consent to us conducting verification and security procedures in respect of the information provided during your registration process.
2.3 Starting your subscription. On receipt of confirmation from us that your registration has been completed (“Start Date”), a contract is formed between you and us for the provision of the Platform and which incorporates these Terms (“Subscription”).
2.4 Information you provide to us during registration. You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.
2.5 You must keep your access credentials safe and secure. You shall keep, and procure that all users keep, any username and password used to access the Platform (“Login Details”) confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your Login Details and suspend your access to the Platform in the event we have any reason to believe that any user has breached any of the provisions set out herein.
3. YOUR SUBSCRIPTION TERM
3.1 Your Subscription shall commence on the Start Date.
3.2 Participation in any free trial. We may offer you as part of your Subscription a one-time free trial for such period set out on the Website from time to time, during which you can try out use of the Platform for free (“Free Trial”). You acknowledge that during any Free Trial, the Platform may have certain restrictions and limited functionality. On expiry of the Free Trial, you will have the option to either (i) continue your Subscription by paying the applicable fees indicated on the Website; or (ii) cease your Subscription.
3.3 Continuation of your Subscription. Your Subscription shall continue for the period selected by you during registration and shall automatically renew for further equivalent periods (each period being your “Subscription Term”), unless terminated earlier by you or us in accordance with these Terms. Where you have signed up for a Free Trial and have indicated you would like to continue your Subscription, your first Subscription Term will start from expiry of your Free Trial period.
3.4 How you can terminate your Subscription. You may terminate your Subscription with us at any time through the Website. If we receive your notice to terminate part way through a Subscription Term, your Subscription will terminate at the end of the relevant Subscription Term in which we received your notice to terminate.
3.5 How we can terminate your Subscription. We may give you notice to terminate your Subscription at any time using the contact details you provided to us at the time of registration. If we do this, your Subscription will terminate at the end of your current Subscription Term.
3.6 Reasons we may terminate your Subscription immediately. We may suspend or terminate your Subscription immediately on notice to you in the event that:
3.6.1 you fail to comply with one or more provisions in these Terms;
3.6.2 we believe that there has been fraudulent use, misuse or abuse of features and functionalities of the Platform; or
3.6.3 we believe that you have provided us with any false, inaccurate or misleading information,
and for the avoidance of doubt, no fees paid by you for the Platform shall be refunded to you in the event of termination by us in accordance with the foregoing.
3.7 Upon termination of our Subscription, your and any User’s access to the Platform shall cease and any Content will no longer be accessible through the Platform. We may retain copies of your Content and/or other data (including any User’s data) made available through the Platform for auditing and/or tax purposes, or as may be required by us to comply with applicable law.
4. ACCESS TO THE PLATFORM
4.1 Your right to use the Platform. In consideration for your payment of our fees, we hereby grant to you a non-exclusive, non-transferable (without a right to sub-licence) licence to access and use, and permit Users to access and use, the Platform for the Subscription Term.
4.2 Allowing users to access and use the Platform. Only the specific users for whom you have paid the required fees and whom you designate through the Platform may access and use the Platform. “Users” may be your employees, representatives, consultants, contractors, agents, or other third parties who you permit to access and use the Platform (subject to the limits in your Subscription), provided they are acting for your benefit and on your behalf.
4.3 You are responsible for the actions of your Users. You acknowledge that you shall be responsible for all use of the Platform by Users. You shall be liable for breach of these Terms by a User as if it were a breach by you. We reserve the right to suspend the access of any User we believe, acting reasonably, is not using the Platform for your benefit and on your behalf.
4.4 We don’t guarantee continuous access to the Platform. We shall use reasonable endeavours to make the Platform available to you and the Users at all times, but we cannot guarantee an uninterrupted or fault free service. The network used by us to provide the Platform is not controlled by us and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner. Such circumstances may result in the Platform being temporarily unavailable. We will take reasonable action to minimise the disruption caused by such circumstances, but some such interruptions may not be avoidable.
4.5 The security measures we take to protect the Platform. We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our Platform. You can view more detailed information on our security practices via our Website. We cannot guarantee complete security of your information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.
4.6 We make changes to our Platform. We reserve the right to make changes to the Platform from time to time at our sole discretion, which may involve adding, removing, modifying and/or varying any features or functionalities of the Platform. Such changes shall not however, remove any material element of functionality previously available as part of the Platform.
4.7 Restrictions on your use of the Platform. You shall not, and shall procure that Users shall not, except as expressly permitted in these Terms: (i) modify, translate, create or attempt to create derivative copies of or copy the Platform in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Platform to source code form; (iii) distribute, sub-licence, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Platform or your right to use the Platform.
5. YOUR OBLIGATIONS
5.1 Restrictions regarding Content you submit to the Platform. You are responsible for ensuring that any source code, data or other information (“Content”) that you submit to the Platform is not deemed to be offensive, illegal, inappropriate or otherwise (i) contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Platform; or (ii) infringes any intellectual property rights or any other proprietary rights of any third party.
5.2 How we can use the Content you submit to us. You hereby grant, and procure that any User grants, to us a non-exclusive, worldwide and royalty free licence to use, copy and transmit the Content and all other materials submitted by you or any User in order to provide you with the Platform.
5.3 You are responsible for the Content submitted to the Platform. You acknowledge that the Platform does not verify the rights and restrictions applicable to any Content. Where you do not own the Content, you are solely responsible for checking the relevant licence rights and restrictions applicable to any Content. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Content through the Platform.
5.4 Further assurances you give to us regarding the Content. You warrant and represent:
5.4.1 that you own, are licensed or otherwise have a right to use any and all the intellectual property rights in any Content; and
5.4.2 the Content does not and will not contravene or breach any applicable law, regulation code of practice or directive.
5.5 Further assurances you give to use regarding use of the Platform. You shall, and procure that any User shall:
5.5.1 not use Login Details with the intent of impersonating another individual;
5.5.2 not allow any other person other than a User to use your Login Details;
5.5.3 not use the Platform, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
5.5.4 comply with all our instructions and policies from time to time in respect of the Website and your use of the Platform; and
5.5.5 co-operate with any reasonable security or other checks or requests for information made by us from time to time.
5.6 You shall promptly notify us in the event of a breach of security or any unauthorised use of Login Details;
6. FEES AND PAYMENT
6.1 Our payment terms. All fees due from you for use of the Platform are payable in advance and are non-refundable.
6.2 Renewal of your Subscription and fees payable. Your Subscription shall automatically renew at the end of each Subscription Term. We shall automatically charge you for the relevant fees using a third-party payment services provider to process such fees due to us. If your payment details have expired or are incorrect, we may not be able to automatically renew your Subscription and we reserve the right to withhold access and/or terminate your use of the Platform in the event we do not receive payment of any fee due to us.
6.3 We can charge additional fees for excess use of the Platform. You shall notify us immediately in the event you cease to comply with any of the restrictions applicable to your Subscription. In the event we receive your notice, or we deem acting reasonably that you have exceeded the restrictions of your Subscription, we reserve the right to change your Subscription, which may result in additional fees being payable by you. We reserve the right to deduct such excess usage fees from your original method of payment or invoice you for the additional amount.
6.4 Payment terms for any invoices we send. Where we have agreed to invoice you for any fees due from you, you shall pay such invoices within sixty (60) days of the invoice date. If we do not receive your payment by the applicable due date, we reserve the right to withhold access and/or terminate your Subscription.
6.5 Increases to our fees. We reserve the right to increase the fees at any time on notice to you, which shall take effect from the start of your next Subscription Term.
6.6 All Fees payable hereunder are exclusive of VAT or other sales tax, which will be added at the applicable rate.
7. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 The Platform is not a back-up facility. You should not use the Platform as a back-up facility. You should ensure that you and the Users have adequate back-up facilities for any Content and we shall not be liable for any losses or damages incurred by you or any Users arising out of or in connection with your failure to implement adequate back-up facilities in respect of any Content.
7.2 We do not guarantee any specific results from use of the Platform. No oral or written information or advice given by us shall or shall be deemed to create a warranty. We do not warrant or represent that any specific results will be produced by the Platform, nor do we guarantee that the Platform will be fault free. You acknowledge that the quality, completeness and accuracy of any output generated by the Platform is directly dependent on the quality, completeness and accuracy of your Content.
7.3 Exclusion of terms. All warranties, representations, guarantees, conditions and terms other than those expressly set out herein whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral are hereby expressly excluded to the fullest extent permissible by law. Consequently all information, advice, suggestions and recommendations made available to you are provided to you on an “as is” basis.
7.4 Liability that cannot be limited or excluded. Nothing in these Terms shall be deemed to exclude, restrict or limit liability for the following categories:
7.4.1 death or personal injury resulting from negligence; or
7.4.2 any liability for fraudulent misrepresentation.
7.5 Subject to clause 7.4, we shall not be responsible for any:
7.5.1 loss of profits, sales, business, or revenue;
7.5.2 loss or corruption of data, information or software;
7.5.3 loss of business opportunity;
7.5.4 loss of anticipated savings;
7.5.5 loss of goodwill; or
7.5.6 special, indirect or consequential loss,
whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with these Terms or otherwise.
7.6 Subject to clause 7.4 and 7.7, the total amount of our liability to you per claim or series of related claims shall not exceed the fees paid by you to us in the twelve (12) month period immediately preceding the month in which the claim arose (provided that all claims arising from the same or substantially the same circumstances will be treated as one, and will be treated as arising on the date on which the first such claim arose).
7.7 Subject to clause 7.4, our maximum liability under, arising from or in connection with your Subscription, whether arising in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise shall not exceed in aggregate the total amount of the fees paid by you to us pursuant to your Subscription.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 We own the rights in the Platform. We and/or our licensors own all intellectual property rights relating to the Platform and the Website. All right, title and interest in and to the Platform and the Website will remain exclusively with us and/or our licensors.
8.2 Restriction on use of marks and logos relating to the Platform. You are expressly prohibited from removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to us.
8.3 You own all rights in the Content. You and/or your licensors own all rights in the intellectual property rights relating to the Content. All right, title and interest in and to the Content will remain exclusively with you and/or your licensors.
8.4 Information relating to any feedback on the Platform issued by you. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to us, (“Feedback”). We may in connection with the Platform freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9. PUBLICITY AND MARKETING
Referring to you as a user of the Platform. Subject to your prior approval, we may in any of our marketing material refer to you as our customer and refer to the type of services that we have provided to you.
10.1 Keeping our confidential information secure. You agree to keep confidential all information and documentation disclosed by us to you or of which you become aware. This includes our operations, products, processes, dealings, trade secrets or any other information which is otherwise identified by us as confidential ("Confidential Information"). You will not use any Confidential Information for any purpose other than the performance of your obligations under these Terms. You shall not disclose Confidential Information to any third party without our prior written consent.
10.2 The obligations contained in clause 10.1 shall not apply to any Confidential Information which is:
10.2.1 in the public domain other than through breach of these Terms by you;
10.2.2 furnished to you without restriction by a third party having a bona fide right to do so;
10.2.3 required to be disclosed by you by law or regulatory requirements of any stock exchange, provided that you shall give us as much notice as reasonably practicable of the requirement for such disclosure.
11. DATA PROTECTION
Compliance with data protection. Both parties agree that they will at all times comply with their obligations under the relevant provisions of all data privacy legislation, guidelines and industry standards from time-to-time in force.
12.1 Events beyond our reasonable control. If we are prevented or delayed from performing any of our obligations by acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, lack of adequate power or labour, pandemic, strike, lock-out or injunction, compliance with governmental laws, regulations or orders or any other cause which affects our performance of our obligations arising from or attributable to acts, events, omissions or accidents beyond our reasonable control (“Force Majeure”) our obligations shall be suspended for so long as the Force Majeure event continues and to the extent that we are so prevented, hindered or delayed.
12.2 If we fail at any time to insist upon strict performance of our obligations, or if we fail to exercise any of the rights or remedies to which we are entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
12.3 You shall comply with all laws and regulations which apply to your use of the Platform in whatever country you are located, including without limitation, export control laws and regulations.
12.4 A waiver by us of any default shall not constitute a waiver of any subsequent default.
12.5 No waiver by us of any part of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
12.6 All notification and communication should be sent to the contact details set out at the beginning of these Terms (in the case of Plandek) or the contact details given by you at the time of registration. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party’s address; (ii) if sent by post, two working days after posting it; (iii) if sent by e-mail on completion of its transmission.
12.7 If any part of these Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
12.8 These Terms represent the entire agreement between you and us in respect of your use of the Platform and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.9 You acknowledge that in entering into your Subscription, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether between us (whether made innocently or negligently) except as expressly set out in these Terms.
12.10 Your Subscription is governed by and construed in accordance with English law. The Courts of England shall have exclusive jurisdiction over any disputes arising out of your Subscription.
12.11 We may alter or amend these Terms by giving reasonable notice on our Website. By continuing (or Users continuing) to use the Platform after expiry of the notice period, you will be deemed to have accepted any amendment to these Terms.