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1.1. The definitions and rules of interpretation in this clause apply in these terms.
Authorised Users |
means those employees, agents and independent contractors of the Customer, and any other individuals, who are authorised by the Customer to use the Services and the Documentation. |
Business Day |
means a day other than a Saturday, Sunday or public holiday in England, and when banks in London are open for business. |
Calendar Day |
means any day in a month including weekend days and holidays. |
Confidential Information |
means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.6 or clause 11.7. |
Customer |
means the business person or business who signs up to use the Services provided by the Supplier. |
Customer Data |
means the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. |
Data Protection Legislation |
means the Data Protection Act 2018 and thereafter:
|
Deliverables |
means the business plans and any associated documents created by the Customer or the Authorised Users by using the Services. |
Documentation |
means the document made available to the Customer by the Supplier online via www.thebusinessplanshop.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services. |
Effective Date |
means the date that the Customer signs up for a Paid Subscription or Free Trial. |
Free Trial |
shall have the meaning given in clause 2.1. |
International Financial Reporting Standards |
means the standards issued by the International Financial Reporting Standards Foundation and the International Accounting Standards Board. |
Intellectual Property Rights |
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. |
Normal Business Hours |
means 8.00 am to 6.00 pm local UK time, each Business Day. |
Paid Subscriptions |
means the user subscriptions purchased by the Customer pursuant to clause 9 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms. |
Services |
means the services provided by the Supplier to the Customer under these terms via the Software accessed through the Website or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation. |
Software |
means the online software applications provided by the Supplier as part of the Services. |
Subscription Fees |
means the subscription fees payable by the Customer to the Supplier for the Paid Subscriptions, made available at the Website. |
Supplier |
means The Business Plan Shop Ltd incorporated and registered in England and Wales with company number 08367118 whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU |
Technical Support |
means providing assistance to use the software by explaining which features are available and how to use them. Help resolve technical issues which may arise from time to time. |
Virus |
means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. |
Website |
means thebusinessplanshop.com and its sub-domains. |
1.2. Clause headings shall not affect the interpretation of these terms.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date that the Customer enters into contract to receive the Services in accordance with these terms.
1.9. A reference to writing or written includes email unless otherwise stated.
1.10. References to clauses are to the clauses of these terms.
2.1. As detailed in the Documentation, the Customer may take advantage of a Free Trial where limited access to the Services and Deliverables is made available free of charge for a fixed period set out in the Documentation (hereinafter “Free Trial”). Free Trials are limited to one per Customer. Where a Customer has commenced a Free Trial and subsequently signs up for a Paid Subscription, the Free Trial shall automatically terminate upon commencement of the Paid Subscription.
2.2. Subject to the Customer commencing a Free Trial or purchasing the Paid Subscriptions in accordance with clause 3 and clause 9, and subject to the restrictions set out in this clause 2 and as otherwise set out in these terms, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the term of the Paid Subscription or Free Trial (as applicable), solely for the Customer's business operations.
2.3. In relation to the Authorised Users, the Customer undertakes that:
2.4. The Customer may assign differing levels of privileges to Authorised Users as set out in the Documentation from time to time. These privileges include but are not limited to read-only access, and editing access.
2.5. The Services are not intended for use by consumers. The Customer’s use of the Services, Documentation and Deliverables shall be for business purposes only, and the Customer shall be considered a business user regardless of the Customer’s business structure.
2.6. The Customer shall not access, store, distribute or transmit any Viruses, or any material including Customer Data during the course of its use of the Services that:
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.7. The Customer shall not:
2.8. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.9. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
The Customer may, from time to time during the term of a Paid Subscription, modify the characteristics of its Paid Subscription by subscribing to, or cancelling, extra Services including but not limited to, enhanced Technical Support services, or an increased allowance of projects or Authorised Users permitted under the Paid Subscription. Adding or removing extra Services shall be reflected by adjustments to the Subscription Fees.
4.1. The Supplier shall, during the term of a Free Trial or Paid Subscription, provide the Services and make available the Documentation and Deliverables to the Customer on and subject to these terms.
4.2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for in cases of unscheduled maintenance due to emergencies, and cannot guarantee that the Services will be continuously available and error-free.
4.3. Where the Supplier undertakes planned maintenance it shall, where possible, provide at least 48 hours’ notice to the Customer of any disruption that is anticipated to continue for two hours or more.
4.4. The Supplier shall not be held liable for any loss due to maintenance stated in clause 4.2 and 4.3 above. The Customer indemnifies the Supplier against any loss or liability in relation to the maintenance carried out in accordance with the same.
4.5. The Supplier will provide to Paid Subscription Customers the Supplier's standard Technical Support services during Normal Business Hours. The Supplier will reasonably endeavour to address the issue, however it cannot be guaranteed that the issue will be resolved. The Supplier shall not assist with queries which are not technical in nature. The Supplier’s standard Technical Support services are not made available for Customers who are signed up to the Free Trial only, but the Supplier may at it sole discretion elect to provide technical assistance if requested to do so, but cannot guarantee a solution to each individual issue.
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and warrants that the Customer Data does not infringe upon the Intellectual Property Rights of any third party. The Customer acknowledges and accepts that the performance of the Services is reliant on the accuracy of the Customer Data.
5.2. The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available on this page or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
5.4. The parties acknowledge that:
5.5. Without prejudice to the generality of clause 5.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of these terms so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with these terms on the Customer's behalf.
5.6. Without prejudice to the generality of clause 5.3, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under these terms:
5.7. Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
5.8. The Customer consents to the Supplier appointing third-party processors of Personal Data under these terms. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 5. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
7.3 These terms shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.
7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.
8.1 The Customer shall:
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
9.1. The Customer shall pay the Subscription Fees to the Supplier for the Paid Subscriptions in accordance with this clause 9 and the information found on the Website.
9.2. Upon signing up for a Paid Subscription, the Customer shall on the Effective Date provide a designated third party payment provider with valid, up-to-date and complete credit card or PayPal details, or the details of any other payment method requested.
9.3. The Customer shall have the option of subscribing to a plan that shall be invoiced in advance of the Services being provided, at intervals specified by the Supplier to the Customer from time to time.
9.4. Annual plans shall renew automatically on the first anniversary of the Paid Subscription Effective Date and on an annual rolling basis thereafter unless earlier terminated in accordance with these terms.
9.5. Monthly plans shall automatically renew on the date which falls one month after the Paid Subscription Effective Date and on a monthly rolling basis thereafter unless earlier terminated in accordance with these terms.
9.6. If the Supplier has not received payment by the due date, and without prejudice to any other rights and remedies of the Supplier:
9.7. All amounts and fees stated or referred to in these terms:
9.8. The Supplier shall be entitled to amend the Subscription Fees, and the fees payable in respect of the extra Services from time to time and shall provide no less than 30 days’ notice of such changes.
10.1. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, Software, Deliverables, and the Documentation. Except as expressly stated herein, these terms does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Deliverables, or the Documentation.
10.2. The Customer further agrees, warrants and undertakes with the Supplier to immediately report any infringement of the Supplier’s Intellectual Property Rights that the Customer becomes aware of.
11.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms. A party's Confidential Information shall not be deemed to include information that:
11.2. Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these terms.
11.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these terms.
11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
11.7. The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
11.8. The above provisions of this clause 11 shall survive termination of these terms, however arising.
12.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, Deliverables, Software and/or Documentation, provided that:
12.2. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services, Software, Deliverables, or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
12.3. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
12.5. The foregoing and clause 13.3.2 states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13.1. Except as expressly and specifically provided in these terms:
13.2. Nothing in these terms excludes the liability of the Supplier:
13.3. Subject to clause 13.1 and clause 13.2:
14.1. The Customer may terminate a Free Trial or Paid Subscription at any time using the dedicated feature on the Website. The Customer can also terminate a Paid Subscription by contacting our billing team, in which case the Customer acknowledges that it might take up to 14 Calendar Days for the Supplier to process the request. The termination of Paid Subscription becomes effective once the Supplier sends a confirmation email to the email address associated with the Customer's account. The Customer shall not be entitled to a refund of any Subscription Fees paid prior to the termination date of the Paid Subscriptions. The Customer shall continue to have access to Software, Services, Documentation and Deliverables until the end of the current Paid Subscription period.
14.2. Without affecting any other right or remedy available to it, the Supplier may terminate the agreement with immediate effect by giving written notice to the Customer if:
14.3. On termination of these terms for any reason:
The Supplier shall have no liability to the Customer under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16.1. The Supplier shall inform the Customer of any proposed changes to these terms. The Supplier may change these terms if it is necessary due to:
16.2. The Supplier shall inform the Customer of the intended change before it takes effect, either through the Software interface, in an email message or through other reasonable means. The Supplier shall provide the Customer with the opportunity to cancel the Services at least 30 days before the change becomes effective. The Customer’s use of the Services after the changes become effective shall be deemed as acceptance of the terms. If the Customer does not agree to the new terms, it must stop using the Services.
No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
19.1. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
19.2. If any provision or part-provision of these terms is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.1. These terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2. Each party acknowledges that in entering into these terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
20.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
20.4. Nothing in this clause shall limit or exclude any liability for fraud.
21.1. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.
21.2. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.
Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These terms does not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
24.1. Subject to clause 16.2 any notice required to be given under these terms shall be in writing and shall be sent by email to the email addresses provided by each party from time to time.
24.2. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).