1. These terms
1.1
These are the terms and conditions governing your subscription to:
(a)
the PLOY platform available via our website at https://admin.portal.ploy.club/ and/or https://get.ploy.club/
(b)
the PLOY mobile applications (together, the “PLOY App”) at https://apps.apple.com/gb/app/ploy-employee-content-studio/id6464299145 and https://play.google.com/store/apps/details?id=club.ploy.ploy&hl=en_GB
Together, the PLOY Platform and the PLOY App are the “PLOY Services”.
1.2
You may agree to these terms and conditions by signing our Order Form and/or applying to register your employer or partner account (the “Administrator Account”) for the PLOY Services.
1.3
If you sign our Order Form, the particular PLOY Services you have subscribed to will be set out in the Order Form.
1.4
Please read these terms carefully before you sign up to the PLOY Services with us. These terms tell you who we are, the benefits of your subscription, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss this further.
1.5
These terms, together with any documents mentioned in them, including our Privacy Policy, and our Website Terms of Use and (where applicable) our Order Form, constitute the entire agreement between us in relation to your subscription and the agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to the agreement. Except as provided by law: (i) you agree that you shall have no remedy in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) which is not set out in this agreement; and (ii) you agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement and that the only remedy available shall be for breach of contract. You confirm that you have not relied on any representations made by us when entering into this agreement other than as set out expressly in the agreement.
1.6
By signing up to the PLOY Services, you are confirming your agreement to be bound by these terms and conditions (“Employer & Partner Ts and Cs”) for the duration of the Term and thereafter as required in accordance with clause 9.7.
2. Information about us and how to contact us
2.1
We are PLOY Technology Limited, registered in England & Wales as a company under company registration number 15805958 and our registered office is at Jay Folly, Poppinghole Lane, Robertsbridge, England, TN32 5BJ, United Kingdom. Our registered VAT number is GB470372694. (“We”, “Us”, “Our” and “Ourselves”)
2.2
Further information about Us and Our purpose can be found on our Website.
2.3
You can contact Us by e-mailing hi@ploy.club.
2.4
If We have to contact you then We will do so by telephone or by writing to you at the e-mail address or postal address you have provided to Us in your application.
2.5
When We use the words “writing” or “written” in these terms, this includes by fax and e-mail.
2.6
Unless the context otherwise requires, words in the singular shall include the plural and those in the plural shall include the singular.
2.7
Clause headings shall not affect the interpretation of these terms and conditions.
2.8
References to clauses are (unless otherwise provided) references to the clauses of these terms and conditions.
2.9
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.10
Any words following the terms: including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.11
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
3. Our contract with you
3.1
A contract will come into existence between you and Us when We e-mail you a welcome e-mail confirming your registration (the “Commencement Date”). You will then be able to select the services which you wish to subscribe for. Please also refer to clause 5. If we have sent you our Order Form, the Commencement Date will be the date on the form.
3.2
If We are unable to accept your application, We will inform you of this and will not charge you any fees.
3.3
When you sign up for the PLOY Services, you are confirming that you have the authority to do so.
4. Term of agreement
4.1
This agreement shall commence on the Commencement Date and shall continue, unless cancelled or terminated earlier in accordance with clause 9 (the “Term”), until you close your account. If we have agreed a specific Minimum Term of this agreement and the Notice Period required to cancel it, this will be set out in our Order Form.
5. Subscription fees
5.1
We may charge different kinds of fees for our service. The fees due will be set out on your Order Form and/or where applicable, your Administrator Account. If you are a client that has been referred to us by one of our referral partners, your fees in respect of the PLOY Services will be as set out in the relevant pricing information provided to you by our referral partner.
5.2
Where we charge you subscription fees, you will pay subscription fees to Us according to the level of service which you wish to subscribe for and the number of eligible employees, members or beneficiaries in your organisation (each an “Individual” and together “Individuals”). Individuals will be eligible if they are at least 16 years old.
5.3
You can pay for your subscription using direct debit, or a debit or credit card by entering the details on the payments page of the PLOY Platform at the time of your subscription. If so, a fee will become payable to Us and you authorise Us to bill your card at the time of your subscription to Our service and thereafter at the start of every month (each a “Renewal Date”). Payment will be taken from your card on each Renewal Date unless you tell Us that you wish to cancel your subscription prior to a Renewal Date, subject to any Minimum Term or Notice Period. Subscription fees paid are non-refundable. If you wish to cancel your subscription, please refer to clause 9. You must ensure that you provide Us with valid, up-to-date contact and billing information at all times.
5.4
If We have agreed separately with you, payments may also be paid via invoice and bank transfer.
5.5
If you are paying subscription fees via invoice, an invoice for the first year will be issued prior to the start of your use of Our service, as detailed in the Order Form. Subsequent invoices will be issued annually 30 days before the anniversary of the start of our service, or as detailed in the Order Form, covering the next year of use of our service. You shall pay each invoice within 30 days after the date of such invoice.
5.6
You must pay all amounts due to Us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law and save where there is a bona fide dispute and you raise such dispute within 14 days of receipt of the relevant invoice or statement, in which case you shall be entitled to withhold the disputed sum only and the parties shall observe the provisions under clause 15). All subscription fees are exclusive of value added tax, which shall be charged at the appropriate rate.
5.7
Save where there is a bona fide dispute that is awaiting resolution, if you do not make any payment to Us at the appropriate time, then unless you make payment, We may, without liability to you, disable your access to Our service and We shall be under no obligation to provide any or all of the services while the amount(s) concerned remain unpaid, and interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
5.8
We may change our prices from time to time:
(a)
We may increase our fees on an annual basis in line with the percentage increase in the Retail Prices Index in the preceding 12-month period. If we do this, we will give you 30 days’ notice ahead of the change.
(b)
We may change our fees above the level set out in clause 5.8(a). If we do this, we will give you at least 90 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the change.
6. PLOY Administrator Account
6.1
You may have the option to create an Administrator Account. Once your application has been accepted and you have created an Administrator Account, you will have access to the PLOY Platform in accordance with these terms and conditions and our Website Terms of Use.
6.2
You may be asked to provide Us with the name and contact details of the person in your organisation who will be responsible for administering your Administrator Account (the “Administrator”).
6.3
You may share Individuals’ data with us via your Administrator Account. We will process any personal data you provide to us in accordance with clause 8 below.
7. PLOY Services
7.1
As part of our service provision, Individuals in your organisation will be given the opportunity to subscribe to the PLOY App and to create an account in their own name (the “Personal Account”) in accordance with separate terms and conditions.
7.2
You agree that as part of our services, We may periodically send you details about new services, special offers or other information which We think you might find interesting using the contact details which you have provided.
7.3
We agree to perform Our obligations and provide any services to You for which You engage Us under this agreement with reasonable care and skill.
7.4
We sometimes work with third parties (“External Providers”) to provide some of the services made available on the PLOY Platform. We are not endorsing the services, competence, skill or other suitability of such External Providers and their services and it is your responsibility to ensure that you review the suitability of such services together with any External Providers’ terms and conditions before accepting any services from them. Where you have subscribed to PLOY for coaching, shopping discounts and/or workshop services, if we use an External Provider(s) we do endorse their competence, skill and suitability.
7.5
We reserve the right to amend this agreement and the PLOY Services without notifying you although any material changes will be notified to you in writing. You should also refer to Our Website Terms of Use. You have the right to terminate this agreement, giving 3 months’ notice, if material changes are made to it or to the PLOY Services that you do not agree with.
8. Data protection
8.1
For the purposes of this clause 8:
(a)
“Agreed Purposes” means for the purposes of, when requested by You:
(i)
contacting Individuals in your organisation on your instruction to create Individual Accounts;
(ii)
verifying whether an individual registering an Individual Account on the PLOY Platform, who purports to be an Individual of your organisation, is in fact an Individual in your organisation;
(b)
“Controller”, “processor”, “data subject”, “personal data”, “processing”, “personal data breach” and “appropriate technical and organisational measures” have the meanings generally given to them under Data Protection Legislation in force at the time.
(c )
“Data Protection Legislation” means any data protection and privacy laws, enactments and regulations in force in the UK from time to time as subsequently amended, extended, re-enacted or replaced from time to time (“UK Data Protection Legislation”) including (i) the Data Protection Act 2018 (“DPA”) and the Privacy and Electronic Communications (EC Directive) Regulations (2003/2426) (“PECR”) (ii) any legislation incorporating, transposing or preserving the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”) and any other directly applicable European Union regulation relating to privacy (to the extent that such law and regulations had legal effect in the UK prior to 2300 hours on 31 January 2020 (“EU Data Law”)) into law in force in the UK including the European Union (Withdrawal Agreement) Act 2020 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 No. 419 (“DPPEC”) and (iii) any mandatory guidance or codes of practice issued by the ICO or any other regulator that has jurisdiction in the UK from time to time.
(d)
“Individual Personal Data” means:
(i)
The information you may provide to Us in accordance with clause 6.3. This may include Individuals’:
(A) first names, middle names (if applicable) and last names,
(B) work e-mail address,
(C) personal e-mail address where appropriate,
(ii)
The information you may provide to Us in accordance with clause 6.4. This may include the Individual’s:
(A) first names, middle names (if applicable) and last names,
(B) work e-mail address,
(C) job title
(D) department
(E) profile picture
8.2
This clause sets out the framework for the disclosure of personal data from you to Us. You acknowledge that you may, if you choose to, regularly disclose to Us certain Individual Personal Data collected by you for the Agreed Purposes. You warrant that you have a lawful basis for disclosing the Individual Personal Data to us and that you will comply with all applicable requirements of the Data Protection Legislation when disclosing the Individual Personal Data to us.
8.3
Except where stated otherwise in this section 8, the Parties agree that for the purposes of the Data Protection Laws, in respect of the processing of any Individual Personal Data for the Agreed Processor Purposes (hereinafter referred to as “Processor Personal Data”), You are the Controller and we are the Processor. You retain control of the Processor Personal Data and remain responsible for Your compliance obligations under Data Protection Laws, including providing any required notices and obtaining any required consents, and for the processing instructions You give to us. The parties agree that where Individuals provide personal data to Us directly (“Direct Personal Data“), We are a controller and You are neither a controller nor a processor. We retain control of the Direct Personal Data and remain responsible for Our compliance obligations under Data Protection Laws, including providing any required notices and obtaining any required consents.
8.4
We shall only process the Processor Personal Data to the extent that is necessary for carrying out the Agreed Purposes and in accordance with Your written instructions, unless we are subject to an obligation under applicable law to do otherwise, in which case we shall notify You in advance of meeting that legal obligation (unless prohibited by law).
8.5
We shall at all times process the Processor Personal Data in a manner that ensures appropriate security of the Processor Personal Data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical and organisational measures. We shall ensure that, at a minimum, the measures required under this Clause meet the standard required by Data Protection Laws, including Article 32 of the GDPR.
8.6
You hereby authorise us to appoint sub-processors to process the Processor Personal Data where necessary for the Agreed Purposes. As at the Commencement Date, You authorise the use of sub-processor(s) listed in Schedule 1. Where we intend to appoint a sub-processor to process the Processor Personal Data, You are deemed to have authorised the appointment unless: (i) we fail to notify You of any intended appointments; or (ii) You object with good cause to the appointment within 5 Business Days after we notify You in writing of any intended appointments.
8.7
On the appointment of a sub-processor, we shall enter into a written agreement with the sub-processor on terms that provide at least equivalent level of protection for the Processor Personal Data to that provided under this Agreement and meet the requirements of Data Protection Laws. We shall ensure that the agreement with the sub-processor remains in force for the duration of the sub-processor’s processing of the Processor Personal Data. We shall remain fully liable for all acts or omissions of any sub-processor.
8.8
We shall maintain the confidentiality of all Processor Personal Data and will not disclose the Processor Personal Data to third parties unless You or this Agreement specifically authorises the disclosure (including the use of sub-processors), or unless required by law. We shall ensure that all our employees and contractors will have access to the Processor Personal Data on a ‘needs to know’ basis and shall be subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
8.9
We shall reasonably assist You with meeting Your compliance obligations under the Data Protection Laws in relation to the processing of the Processor Personal Data, taking into account the nature of the processing and the information available to us, including in relation to Data Subject Requests, data protection impact assessments and responding, reporting to and consulting with the relevant supervisory authority.
8.10
We shall notify You without undue delay if we receive a Data Subject Request, a complaint, notice or communication that relate directly or indirectly to the processing of the Processor Personal Data.
8.11
Upon Your written request, we shall provide You with the information that is reasonably required by You to verify that we have met the obligations under this Agreement and the Data Protection Laws. We shall, within a reasonable time, permit You or an auditor appointed by You, to audit our processing of the Processor Personal Data.
8.12
We shall notify You without undue delay if we become aware of any Personal Data Breach relating to Processor Personal Data together with all relevant details. We shall take all reasonable measures and provide such assistance and information to You as You reasonably require to deal with and respond to the Personal Data Breach, including conducting an investigation and taking steps to contain and mitigate the impact of the Personal Data Breach.
8.13
We shall not transfer, access or process the Processor Personal Data outside the UK and the European Economic Area, other than to enable the processing of the Processor Personal Data by sub-processors appointed in accordance with this Agreement and in the course of such processing by sub-processors and only after taking such steps as required to ensure that the transfer, access or processing complies with Data Protection Laws.
8.14
We shall (at Your choice) securely destroy or return to You, the Processor Personal Data, together with all copies in any form and in any media in our possession or control, promptly following the earlier of (i) termination or expiry of this Agreement (ii) a request from You, unless required by law to retain.
8.15
In addition to the Agreed Purposes,
(a)
In respect of Individuals creating and signing up to Individual Accounts, such Individuals become our clients and as such we shall become a Controller of any Individual Personal Data relating to those Individuals (shared with us by You on a controller to controller basis) and such Individual Personal Data shall become “Shared Personal Data” and any further personal data collected by us relating to such Individuals will be subject to the terms of our Privacy Policy https://get.ploy.club/links/privacy-policy and our Personal T&Cs. In the event of any inconsistency with the terms of this Agreement and our Privacy Policy, the latter shall prevail;
(b)
Anonymisation – We will anonymise all Individual Personal Data that We receive from you to enable Us to carry out operations relating to the Site, including but not limited to performing statistical analysis and improving the PLOY Services. We may also share such anonymised data with third parties for the purposes of statistical analysis. Such anonymised data is not subject to the Data Protection Legislation.
9. Cancellation or termination
9.1
You may close your Employer Account or change or cancel a subscription on the PLOY Platform:
(a)
where you have signed up via the PLOY Platform: at any time via email or through the PLOY Platform and giving 3 months’ notice; or
(b)
where we have agreed an Order Form: after expiry of the Minimum Term, by giving the agreed Notice Period.
9.2
We will acknowledge your request by e-mail within 24 hours and confirm the closure of your Employer Account or alteration or cancellation of your subscription, as applicable.
9.3
We may terminate this agreement with immediate effect at any time by writing to you if:
(a)
you take any step or action in connection with your entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(b)
you suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;
(c )
your continued access to and use of the PLOY Services is in Our reasonable opinion likely to damage Our reputation or the reputation and goodwill associated with PLOY;
(d)
a subscription fee or any part of it remains unpaid in accordance with Clause 5.6;
(e)
you breach our Website Terms of Use.
9.4
Cancellation of a subscription will result in the automatic withdrawal of any benefits available to you as part of that subscription. Cancellation of a subscription will result in cessation of any automatic alerts and notifications that pertain to the cancelled service.
9.5
Closure of an Administrator Account will result in the deletion of your Administrator Account. We will also notify Individuals in your organisation in the event of deletion of an Administrator Account. Closure of an Administrator Account will result in any automatic alerts and notifications that would previously have been notified to you ceasing at the point at which your account is deleted.
9.6
In providing personal data about Individuals to Us, you will comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by you shall, if not remedied within 30 days of written notice from Us, give Us grounds to terminate this agreement with immediate effect.
9.7
Anything in this agreement that expressly or by implication is intended to come into or continue in force on or after cancellation, termination or expiry of this agreement shall remain in full force and effect.
9.8
If We terminate this agreement under clause 9.3 above, all of your rights under this agreement will terminate. For further information please refer to the Website Terms of Use or contact Us.
10. Technical support
10.1
We shall at no additional cost to you, use reasonable endeavours to provide you with technical support during the hours of 9.30 a.m. to 5 p.m. Monday to Friday excluding Bank Holidays.
10.2
We shall use commercially reasonable endeavours to make the PLOY Services available, except for unscheduled maintenance at any time, provided that We shall use reasonable endeavours to give you at least 6 hours’ notice in advance. However, We do not warrant that your use of the PLOY Services will be uninterrupted or error-free and you are responsible for procuring and maintaining adequate network connections and telecommunications links to access the PLOY Services and for testing the PLOY Services to ensure that it meets your requirements.
11. Our responsibility for loss or damage suffered by you
11.1
If We fail to comply with this agreement, We are responsible for loss or damage you suffer that is a reasonably foreseeable result of Our breaching this contract or Our failing to use reasonable care and skill in the provision of services to you under this agreement, but We are not responsible for any loss or damage that is not reasonably foreseeable. Loss or damage is reasonably foreseeable if either it is obvious to a reasonable person that it will happen or if, at the time the contract was made, both We and you knew it was likely to happen, for example, if you discussed it with Us before signing up to the PLOY Services.
11.2
Facilities provided via the PLOY Platform, including the chat feature, enable you to ask Us questions relating to the PLOY Services and the functionality of the PLOY Platform. We do not provide advice via the PLOY Platform and nothing imparted by Us shall be construed as advice relating to your particular circumstances or the circumstances of any of Individuals in your organisation.
11.3
We do not exclude or limit in any way Our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors (as applicable) or for fraud or fraudulent misrepresentation.
11.4
Save as otherwise set out in this clause 11, We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us, and Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount paid by you in the relevant year for your subscription to the PLOY Services.
12. Notice
12.1
Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
(a)
Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b)
Sent by e-mail to hi@ploy.club, if to Us, or, if to you, to the e-mail address provided to Us in your application or otherwise notified to Us for the purposes of communicating with you.
12.2
Any notice or communication shall be deemed to have been received:
(a)
if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(b)
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day (i.e. a day, other than Saturday, Sunday or public holiday in England, when banks in London are open for business) after posting or at the time recorded by the delivery service; and
(c )
if sent by e-mail, at the time of transmission, or, if this time falls outside Business Hours (i.e. the period from 9:30 am to 5:00 pm on any Business Day), at 9:00 am on the next Business Day after transmission.
12.3
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13. Intellectual property and confidential information
13.1
You acknowledge and agree that PLOY owns all intellectual property rights in the PLOY Services. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the PLOY Services. We confirm that we have all the rights in relation to the PLOY Services which are necessary to grant all the rights which we purport to grant under, and in accordance with, the terms of this agreement.
13.2
You will not attempt to copy, modify, create derivative works from, download, display, transmit, distribute, reverse engineer or disassemble all or any portion of the PLOY Services. You will not access all or any part of the PLOY Services in order to build a product or service which competes with the PLOY Services. Unless authorised in writing by Us, you will not use the PLOY Services to provide services to third parties other than as expressly envisaged by this Agreement.
13.3
Each party undertakes that they shall not at any time disclose to any person any confidential information concerning each other’s business’, affairs, customers, clients or suppliers. For the purposes of this agreement, “confidential information” shall mean all information (whether recorded or not and, if recorded, in whatever form and whatever media and by whomsoever recorded) relating to all or any part of the business, property, assets, activities, services, financial affairs, management or administration of a party and which is, or which is treated by the parties as being confidential or commercially valuable to that party but shall not include any information which was available to a party on a non-confidential basis before disclosure to the other party or that was in the public domain (other than to the extent that the same is in the public domain due to a breach of any obligations on the part of either of the parties).
13.4
Except as otherwise permitted by this agreement neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
13.5
You agree that we may use your name and/or logo on PLOY’s website and in marketing material. Subject to your prior written approval, We may also include your name and/or logo in other PLOY promotional materials and communications.
14. Complaints
(a)
We hope you never have cause to complain about PLOY’s services. We recognise, however, that there may be times that we have made a mistake. Our aim is to always learn from our mistakes and work together with you to find solutions.
(b)
We take all complaints very seriously while investigating them promptly and fairly. If you would like to make a complaint please contact hi@ploy.club.
(c )
We will acknowledge any complaints made within 72 hours.
(d)
We have a maximum time limit of eight weeks to resolve your complaint, but we will work hard to resolve any complaints much sooner than this.
(e)
We will investigate and assess your complaint, and send you a response setting out our decision with regard to the complaint.
(f)
We will assume your complaint is resolved unless we hear from you otherwise. If you are not happy with our response, you may raise a dispute.
15. Dispute Resolution Procedure
15.1
If you dispute any invoice, subscription or other statement of monies due:
(a)
you shall notify us in writing within 14 days of receipt of the disputed invoice or statement setting out your claimed grounds for the dispute;
(b)
we shall investigate such grounds and reply in writing within 7 days of such notice either (i) accepting such grounds in full or in part, following which we will issue a corresponding revised invoice or statement or a credit note and you shall pay any revised invoice by the Due Date for such invoice, or (ii) rejecting such grounds and requiring payment in full and you shall make such payment by the Due Date (where the Due Date is calculated by reference to our reply rather than the invoice), in each case subject to clause 15.2;
(c )
where appropriate, we will issue a corresponding revised invoice or statement or a credit note and you shall pay any revised invoice by the Due Date for such invoice, or, if we reject your grounds, we will require payment in full and you shall make such payment by the Due Date (where the Due Date is calculated by reference to our reply rather than the invoice), in each case subject to clause 15.2;
15.2
For the avoidance of doubt:
(a)
you shall only raise a dispute which is bona fide;
(b)
where only part of an invoice or subscription is disputed, the undisputed amount shall be paid on the Due Date for such invoice; and
(c )
clause 15.1 does not exclude any right for you to initiate formal proceedings to claim repayment of any invoice or subscription which you have paid, whether on grounds raised during the process set out in clause 15.1 or otherwise.
15.3
Each party shall co-operate in an amicable manner with a view to resolving any disputes that may arise in relation to this Agreement.
15.4
For the avoidance of doubt, neither party shall be prevented from or delayed in seeking orders for specific performance or interlocutory or final injunctive relief on an ex parte basis or otherwise as a result of this clause 15.
15.5
Each party acknowledges the right of the other party to seek redress from the courts for disputes that are not suitable or capable of resolution by the procedure set out in this clause 15.
15.6
The parties agree that redress to the courts should be the last resort in seeking to resolve any disputes.
15.7
Each party shall bear its own costs in attempting to settle any dispute under this clause 15.
16. Force majeure
16.1
We shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of Our obligations under this agreement if such delay or failure result from events, circumstances or causes beyond Our reasonable control.
17. Other important terms
17.1
We may transfer Our rights and obligations under these terms to another organisation as part of a transfer of the PLOY business or any part of it to that organisation. We will always tell you in writing if this happens and We will ensure that the transfer will not affect your rights under the agreement.
17.2
We may need to transfer data to a new service provider in order for you to continue to access the PLOY Services. We will always do so in accordance with our Privacy Policy and further information is available in our Website Terms of Use.
17.3
You may only transfer your rights or your obligations under these terms to another entity if We agree to this in writing.
17.4
This contract is between you and Us. No other person shall have any rights to enforce any of its terms.
17.5
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.6
If either party do not insist immediately that the other do anything they are required to do under these terms, or if either party delay in taking steps against the other in respect of a breach of this contract, that will not mean that the other party does not have to do those things and it will not prevent the other party from taking steps against you or us at a later date.
18. Acceptable Use Policy
18.1
Prohibited uses
You may use the PLOY Platform only for lawful purposes and may not use the PLOY Platform:
In any way that breaches any applicable local, national or international law or regulation.
(a)
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
(b)
For the purpose of harming or attempting to harm minors in any way.
(c )
To bully, insult, intimidate or humiliate any person.
(d)
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content standards below.
(e)
To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
(f)
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree not to access without authority, interfere with, damage or disrupt:
(a)
any part of the PLOY Platform;
(b)any equipment or network on which our site is stored;
(c )
any software used in the provision of the PLOY Platform; or
(d)
any equipment or network or software owned or used by any third party.
18.2
Content standards
These content standards apply to any Content you upload onto the PLOY Platform.
The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Content as well as to its whole.
We will determine, in our discretion, whether any Content breaches these Content Standards.
Content must:
(a)
Be accurate (where it states facts).
(b)
Be genuinely held (where it states opinions).
(c )
Comply with the law applicable in England and Wales and in any country from which it is posted.
(d)
Be owned by you and be your original work. It must not infringe/copy any other person’s copyright or other personal rights.
(e)
Have all necessary consents and permissions required of any person performing in the Content.
Content must not:
(a)
Be defamatory of any person.
(b)
Be obscene, offensive, hateful or inflammatory.
(c )
Bully, insult, intimidate or humiliate.
(d)
Promote sexually explicit material.
(e)
Include child sexual abuse material.
(f )
Promote violence.
(g)
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
(h)
Promote any illegal, immoral or political content.
(i)
Infringe any copyright, database right or trade mark of any other person.
(j)
Be likely to deceive any person.
(k)
Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
(l)
Promote any illegal activity.
(m)
Be in contempt of court.
(n)
Be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
(o)
Be likely to harass, upset, embarrass, alarm or annoy any other person.
(p)
Impersonate any person, or misrepresent your identity or affiliation with any person.
(q)
Advocate, promote, or incite any party to commit, or assist any unlawful or criminal act, such as (by way of example only) copyright infringement or computer misuse.
(r)
Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is published are likely to understand as a direct or indirect encouragement or inducement to the commission, preparation or instigation of acts of terrorism.
(s)
Contain any advertising or promote any services or web links to other sites.
18.3
Use of the Ploy Media
The “PLOY Media” constitutes the music, images, typefaces, graphics, and other content made available by PLOY (whether owned by or licensed to Ploy) in the Studio and which can be edited into your Content.
Your use of the PLOY Media is subject to the licence granted to you by PLOY in your Contract. In addition to these terms you understand that you cannot:
Use any PLOY Media:
(a)
as part of a theme song, logo, trademark or service mark.
(b)
in whole or in part, in any other stock product, library, collection, or database for distribution or resale;
(c )
make any re-mixes of the PLOY Media;
(d)
edit, modify, or alter the PLOY Media (i) beyond basic editing (including but not limited to setting fade-in/fade-out points, determining the start and end points), (ii) in a way that alters the PLOY Media’s fundamental character, harmonic structure, lyrics and/or melody, or (iii) to the prejudice of the moral rights of PLOY or its licensors;
(e)
use the PLOY Media separately from the Content (e.g. no standalone distribution);
(f)
register any Content containing PLOY Media, either personally or through a service provider/representative, with any digital recognition software aimed at collecting royalties such as “rights manager”, “Content ID”, “Media Match” or any other.
19. Entire agreement
19.1
This agreement shall be governed by and construed in accordance with the laws of England and Wales including in respect of any non-contractual obligations. All claims, disputes or other matters in question between the parties related to or arising out of this Agreement, including in relation to any non-contractual obligations, shall be subject to the exclusive jurisdiction of the English Courts.
SCHEDULE 1
Processor Personal Data – processing details
Processing of the Processor Personal Data contemplated by this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of personal data and categories of Data Subjects set out in this Schedule.
Subject-matter of processing:
Processing the personal data of Individuals, where requested by youNature and purpose of the processing:
Such processing as is necessary for Us and requested by you to carry out the Agreed Processor Purposes defined in clause 8.1(a)Type of Personal Data (“Processor Personal Data”):
The Individual Personal Data defined in clause 8.1(d), where provided by youCategories of Data Subjects:
Employees, members or beneficiariesSpecific processing instructions:
Not applicableSub-processors:
(i) Google Cloud – Infrastructure service – EEA
(ii) Google Drive – Document repository – EEA
(iii) Gmail – Client email service – EEA
(iv) Hubspot – Client management service – US
(v) Sendgrid – Email and customer service – CA, US
(vi) Mixpanel – Infrastructure service – CA, US
(vii) Segment – Infrastructure service – CA, US
(viii) Codezilla – Software development – India
(ix) Metabase – Infrastructure service – CA, US
(x) Customer.io – Email and customer services – US
We may also use freelancers or other subcontractors acting as our sub-processors. A summary is included here and a detailed list is available upon request:
For client customer service: outsourced client support personnel
For software development: outsourced engineers, product managers and designers