Pro Terms and Conditions
Last updated September 2016
- “Accepted Job” means a Job where the Pro’s Quote has been accepted by a Customer and the relevant Deposit has been paid;
- “Agreement” means this agreement which sets out the terms and conditions upon which Pros shall provide the Services to Customers and which comes into effect on the Effective Date;
- “Bronze Pros” means Pros who have signed up to the Bronze package on the Website;
- “Charges” means the Commission, the Insurance Fee (if applicable) and any applicable MangoPay transaction fees (see clause 5 below);
- “Commission” means the commission payable by the Pro to Plentific being 10% of the total value of a Job (referred to as the service fee on the Website) and capped at £995 plus VAT per job;
- “Customer” means any person who purchases or receives the Pro Services;
- “Customer Terms” means Plentific’s terms and conditions for Customers in relation to the provision of Services on the Website;
- “Data Protection Legislation” means the DPA, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws and regulations relating to the processing of personal data and privacy;
- “Deposit” has the meaning given to such term in clause 5.3;
- “DPA” means the Data Protection Act 1998 (as from time to time amended);
- “Effective Date” means the the date on which the Pro ticks the box to confirm their acceptance of this Agreement;
- “Gold Pros” means Pros who have been Verified and signed up to the Gold package on the Website;
- “Insurance Fees” means the fees payable by a Pro in relation to the provision of the Plentific Guarantee (as defined in clause 9);
- “Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights;
- “Job” means a job that has been posted by a Customer for the provision of Services;
- “Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Plentific, including but not limited to a breach of clauses 6, 8 and/or 9. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;
- “Quote” means when a Pro contacts a Customer and quotes for a Job via the Website;
- “Page(s)” means the internet page or pages and contents of the Pro’s designated section of the Website (including the Pro’s Plentific “homepage” and each page for the Pro’s Services offered on the Website) along with any applicable page or pages and contents of the Pro’s own website(s);
- “Payment Facility” means the online payment facility provided on the Website;
- “Plentific” means Plentific Ltd, a company registered in England and Wales under company number 08275972 and have our registered office at 1st Floor 16-24 Underwood Street, London, N1 7JQ with VAT registration number 162 3480 22;
- “Post(ing) a Job” means when a Customer posts a job for the provision of Services on the Website;
- “Pro Content” means any information, documentation, equipment, software, photographs or other material (which may include the Pro name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement;
- “Services” means the services provided by a Pro and booked via the Website;
- “Silver Pros” means Pros who have been Verified and signed up to the Silver package on the Website;
- “Verified” or “Verification” means the additional KYC checks carried out by Plentific or an independent third party in order to achieve Silver Pro or Gold Pro status;
- “Website” means the website at https://plentific.com/; and
2.1 Please read these Pro Terms of Business (as well as the Customer Terms) carefully before you begin providing the Services as these will apply to your relationship with Plentific and the Customers. We recommend that you print a copy of this Agreement for future reference. If you do not agree with this Agreement, you must not provide the Services.
2.2 We expect to need to update or amend this Agreement from time to time to:
2.2.1 comply with law or regulations; or
2.2.2 meet our changing business requirements.
2.3 We may make such changes without your specific agreement only where those updates are required to comply with law or regulations or are of an immaterial and routine nature. We will give you advanced notice of such updates or amendments and will post them on the Website so you can view them when you next log in.
2.4 By continuing to use the Website, you agree to be bound by the terms of any updates and amendments implemented in accordance with this clause 2. However, such amendments will not affect Accepted Jobs in respect of which you have already been sent a verification email prior to the date the change is published on the Website.
2.5 In respect of all Jobs, Plentific is acting in its capacity as operator and administrator of the Website and nothing in this Agreement shall prevent or limit the Pro from remaining fully responsible and liable for their provision and supply of Services to Customers.
3. PRO ACCOUNT
3.1 Once you have registered with us in accordance with the Website Terms, you will be provided with an online account (your “ Pro Account”) from where you will be able to respond to requests for Services.
3.2 There are three types of Pro Account which are available on the Website, these being:
Bronze Pros will be able to Quote for Jobs on the Website. They will not be able to withdraw Deposits via the Payment Facility (see clause 5 below) until they have passed their initial KYC requirements in accordance with clause 3.4. Bronze Pros will not be Verified or covered by the Plentific Guarantee (see clause 9 below);
Silver Pros will be able to Quote for Jobs on the Website. They will be Verified and will be covered by the Plentific Guarantee for each transaction. They will be able to withdraw Deposits via the Payment Facility; and
Gold Pros will be offered the same functionality as Silver Pros with additional benefits including priority placing in the Plentific database when responding to Customers Posting Jobs.
Please follow this link in order to find out more information on our Bronze, Silver and Gold sign-up packages for Pros. Please check the Website on a regular basis as such packages may be amended or varied from time to time.
3.2.4 Verification Application
There will be a one off, non-refundable payment of £69 (plus VAT) to register and process your application to upgrade to Silver and Gold accounts. You can pay using most credit and debit cards and all such payments will be subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment to us, then we will not be able to confirm your order and no contract will exist between us.
Once the payment is taken you will receive confirmation by email as well as written confirmation by post. Following receipt of the non-refundable payment of £69 (plus VAT) we will undertake an Experian or similar business risk report on your business. If this does not provide enough information we may need further financial information provided.
As part of your application we will assess you and your business. Your assessment will include a review of:
- Qualifications – proof that you are qualified to undertake your chosen profession
- Insurance – proof that you hold public liability or professional indemnity
- Utility bills –at least 1 utility bill that show you live / work from the place you state you do
- Identification – photo identification (passport/driver’s licence)
- Reviews – contact details of up to 3 previous customers for whom you have completed work in the last 12 months
- Credit Check on Limited Companies and Consumer Reports for Sole Traders if required - we perform a Credit Check on applicants that are Limited and Limited Liability Partnership companies and Sole Traders to check their financial history.
You are not eligible to apply to become a Plentific Silver or Gold member if:
- Your business has been trading less than 6 months
- You have a business CCJ that is currently active or less than two years old
- You have applied to become a Plentific Silver or Gold member and were unsuccessful within the past 6 months
- You do not work in the home improvement or related services offered through Plentific
- You fail the credit check being identified as a high risk profile
In the event that an application fee has been taken and any of the above scenarios apply, the application fee is not refundable.
3.3 Pros will automatically receive the Bronze package upon creating a Pro Account. Plentific will contact Pros following the creation of their Pro Account to discuss upgrades to become a Silver Pro or a Gold Pro.
3.4 Following the creation of your Pro Account, you will be required to provide certain information about yourself and/or your business in order to withdraw monies via our Payment Facility described in clause 5 below. The Pro will, promptly on the request of Plentific, supply (or procure the supply of) documentation and other evidence as is reasonably requested in order for Plentific to be able to carry out, and be satisfied that it has complied with, all necessary Know Your Client (“ KYC”) or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement and the Customer Terms. Please note that a Bronze Pro’s ability to receive Deposits for Accepted Jobs from Customers will be conditional upon such KYC being completed to Plentific’s reasonable satisfaction.
3.5 Plentific will undertake standard due diligence including but not limited to the following areas:
3.5.1 identification (copy of your driving licence or passport);
3.5.2 confirmation of registered address; and
3.5.3 confirmation on VAT registration.
3.6 In the event that a Pro would like to sign up become a Silver Pro or Gold Pro they will need to be Verified. Verification will involve additional due diligence checks to be conducted by Plentific, or by an independent third party on Plentific’s behalf to the KYC checks conducted in accordance with clause 3.4 above. Once a Pro becomes Verified, Plentific will display a ‘Verified Badge’ on the Pro’s Page(s).
3.7 Each Pro shall:
3.7.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 (“ Relevant Requirements”);
3.7.2 have and maintain in place your own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and enforce them where appropriate; and
3.7.3 promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement.
3.8 In consideration of Plentific’s services of providing the Website, the Pro will pay Plentific the applicable Charges on receipt of the Deposit (see clause 5 below).
3.9 Plentific may in its sole discretion, change the rate of Commission at anytime on 30 days’ notice to the Pro, either by specific notice or updating this Agreement (“ Commission Change Notice”). If the Pro as a result of a Commission Change Notice wishes to change the services it receives from Plentific, it must provide written notice to Plentific to this effect within 14 days of the Commission Change Notice in order to prevent the Commission Change Notice coming into effect for that Pro. In all other circumstances, if the Pro wishes to make any changes to the services it receives from Plentific, notice must be given to Plentific in accordance with clause 14.
4. QUOTING FOR JOBS
4.1 Once a Customer has Posted a Job, the Pro will have an opportunity to Quote for the Job via their Pro Account. All Quotes are required to be submitted via Plentific.com through the quoting facility.
4.2 If a Pro’s Quote is accepted by a Customer, the Customer will need to pay the Deposit in order for the Quote to become an Accepted Job. On receipt of the Deposit, Plentific will send the Customer and the Pro a written confirmation (usually by email) with the details of the Accepted Job.
5. PRICES AND PAYMENT TERMS
5.1 The Pro’s prices and any Charges will be as quoted on the Website from time to time, but may be subject to change by Pros at any time (in which case the Website will be updated accordingly, but changes will not affect Accepted Jobs in respect of which the Pro and the Customer have already been sent a verification email prior to the date the change is published on the Website).
5.2 The Pro’s prices include VAT where applicable unless it is stated otherwise on the relevant page in relation to the relevant Services. It is the Pro’s responsibility to account for any VAT that may be chargeable for the Services and the Pro shall be liable for any VAT invalidly or incorrectly charged.
5.3 Once a Quote has been accepted by a Customer, in order to receive the Services, the Customer must pay the specified deposit amount (“ Deposit”). The Deposit must be paid by using the Payment Facility.
5.4 Plentific’s payment service provider for the Payment Facility is Leetchi Corp. S.A., trading as MangoPay (“ MangoPay”). MangoPay is a company incorporated under Luxembourg law with Luxembourg company number B173459. Leetchi Corp S.A. is a subsidiary of Crédit Mutuel Arkéa and possesses an e-money issuer licence (No:W00000005) as from 10 December 2012 under the laws of the EU and Luxembourg and granted by the Luxembourg CSSF. Please note that by accepting this Agreement you are also accepting the MangoPay terms and conditions appended to this Agreement at Appendix 1.
5.5 The Pro will pay to Plentific any applicable MangoPay transaction fees related to the Payment Facility.
5.6 To receive a Deposit using the Payment Facility you must first pass our KYC checks in accordance with clause 3 above. Once such KYC checks are approved, Plentific will create a virtual wallet on your behalf held by MangoPay (a “ wallet”). Following the receipt of the amount of the Deposit into the Customer’s wallet, we will instruct MangoPay to debit the Customer’s wallet and credit the Pro’s wallet with the corresponding amount minus any applicable Charges. The Customer will transfer the remaining balance of monies owed to the Pro (the “Balance”) in accordance with terms agreed between the Pro and the Customer, either to their wallet, and we will then instruct MangoPay to credit such monies to the Pro’s wallet, or to the Pro directly. Plentific shall not be liable for any failure of the Customer to pay the Deposit or the Balance to the Pro.
5.7 In any event, Plentific reserves the right to deduct;
5.7.1 any sums payable to Plentific; and
5.7.2 any refunds or chargebacks relating to Accepted Jobs, from any balance due to the Pro’s wallet prior to onward payment.
5.8 You will be responsible for protecting the confidentiality of your Website user ID and any password or other security information used by you to access your account on the Payment Facility. Any currency conversion costs or other charges incurred by you in making a payment will be borne by you in addition to the price due to us.
5.8 All Balance payments due from Customers to the Pro can be made in the following ways:
5.8.1 via the Payment Facility;
5.8.2 via bank transfer outside of the Payment Facility (such payment is made at the Customer and Pro’s own risk); or
5.8.3 via cash directly to the Pro.
5.9 If a payment is to be made in accordance with clauses 5.3.2 and 5.3.3 then the Pro must send to Plentific and the Customer an invoice of the payment amount for the Accepted Job before any payment is taken by the Pro. If a Pro receives payment for an Accepted Job through means other than the Payment Facility and before an invoice has been received by Plentific then the Pro must promptly inform Plentific of such payment by email at firstname.lastname@example.org.
5.10 In respect of Charges payable to Plentific by the Pro which have not been paid through the Payment Facility, Plentific may in its sole discretion either:
5.10.1 retain the applicable amount from any balance due to the Pro prior to onward payment being made; or
5.10.2 send an invoice to the Pro for an amount based on Plentific’s reasonable estimate of the value of the Job (which must be paid by the Pro within 14 days).
5.11 Plentific reserves the right to charge interest on all amounts payable to Plentific from the Pro which are not paid by the relevant due date at the annual rate of 4% above the official base rate from time to time of the Bank of England. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which Plentific receives the full outstanding amount together with all accrued interest.
6. PRO OBLIGATIONS
6.1 The Pro will comply with all applicable laws relating to the provision of the Services which they supply.
6.2 The Pro agrees to pay all applicable Charges to Plentific promptly and to supply the Services to Customers with reasonable care and skill.
6.3 The Pro must inform us immediately if they cease to provide any of the Services or if the Pro increases, diversifies or changes the Services they provide in any way whilst they have an active Pro Account on the Website
6.4 In respect of all Accepted Jobs, the Pro is obliged to comply with the cancellation policy set out in clause 5 of the Customer Terms. These can be viewed in full here. In summary:
6.4.1 If a Customer cancels an Accepted Job within 14 days of paying their Deposit, provided the applicable Job has not yet taken place, the Pro must refund the Deposit to the customer via the original method of payment;
6.4.2 If a Customer cancels an Accepted Job after 14 days of paying their Deposit, provided the applicable Job has not yet taken place, the Pro must refund the Deposit less an administration fee to process the cancellation via the original method of payment; or
6.4.3 If a Customer cancels an Accepted Job and the applicable Job has already commenced, the Customer will not be entitled to a refund of the Deposit.
6.5 If the Customer has not accepted a Quote or paid the Deposit, the Pro may cancel their Quote at any point before the Quote becomes an Accepted Job. The Pro must contact Plentific and the Customer before making such cancellation.
6.6 Rescheduling Jobs:
6.6.1 If the Customer wishes to change the date and/or time of an Accepted Job, the Pro must endeavour to offer the Customer a suitable alternative booking time and/or date. In the event that a Pro is unable or unwilling to fulfil an Accepted Job pursuant to the Customer’s requesting such a change in accordance with this clause 6.6.1, the Customer should contact the Pro and cancel the Accepted Job in accordance with clause 5 of the Customer Terms. Subject to clause 5 of the Customer Terms, the Pro is obligated to refund the Customer the full amount of the Deposit for that Accepted Job.
6.6.2 If a Pro wishes to change the date and/or time of an Accepted Job, in the event that the Customer is unable or unwilling to agree to such change, the Pro should contact the Customer and cancel the Accepted Job. Subject to clause 5 of the Customer Terms, the Pro is obligated to refund the Customer the full amount of the Deposit for that Accepted Job.
6.7 The Pro is responsible for ensuring that all Pro Content that it publishes or provides to Plentific to publish on the Page(s) is accurate, correct and not misleading. The Pro should always ensure that it has the right to use any photographs uploaded. Any breach of this clause 6.7 is a Material Breach of this Agreement.
6.8 The Pro is responsible for setting out on their Page(s) any Pro Terms and Conditions which will apply to Jobs, provided that such Pro Terms and Conditions are compliant with the Customer Terms and this Agreement. If there is any inconsistency between this Agreement and any Pro Terms and Conditions, this Agreement will prevail.
6.9 It is particularly drawn to Pro’s attention that Customers, as a matter of law, will not be bound by any terms and conditions in respect of a Job if those terms and conditions were not brought to the attention of the Customer prior to the commencement of the Services. The Pro should bear this in mind when creating the Pro Content to include on their Page(s). It is preferred by Plentific that additional terms and conditions are included directly within the relevant Page(s) but if this is not reasonably possible then the Pro may provide a link to a self contained webpage which sets out those terms and conditions clearly. Such self-contained webpages must:
6.9.1 be no more than a single click away from the relevant Page(s); and
6.9.2 must not link directly or indirectly to any other website or web pages (including the Pro’s own website).
6.10 The Pro shall not solicit Customers to accept Quotes otherwise than through the Website.
6.11 Where a Customer Posts a Job and the Pro encourages that Customer to cancel their Job and make a separate booking directly with the Pro, the Pro shall be in Material Breach of this Agreement.
6.12 If Plentific has reasonable grounds to suspect that the Pro has made or makes any direct or indirect attempt to avoid paying any Charges, this shall be a Material Breach of this Agreement and shall give Plentific the right, without limiting other remedies available to it, to withhold and retain any payments due to the Pro under this Agreement.
7. CUSTOMER SERVICE AND COMPLAINTS
7.1 The Pro shall use best endeavours to provide top quality Services to all Customers and shall promptly deal with any enquiries, matters or issues relating to Accepted Jobs or potential Jobs including dealing with Customer complaints.
7.2 The Pro shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Services, save where such liability arises as a result of Plentific’s negligence.
7.3 Plentific shall refer any Customer complaints it receives to the Pro and the Pro shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of the Pro’s receipt of a complaint (whether the complaint has come directly from the Customer or via Plentific).
7.4 The Pro shall make all efforts to reach a resolution to any complaints within 14 days of receipt of such complaint and must notify Plentific of any correspondence between the Pro and the Customer relating to the complaint and generally keep Plentific informed of its progress and the status of the complaint.
7.5 The Pro hereby acknowledges and accepts that the Website includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Plentific and with the Pro (particularly in relation to the Services) (“ Customer Content”). The Pro should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from consumers, which is outside Plentific’s control. There is an option for the Pro, if they are the subject of any Customer Content, to reply to reviews about them. However, any content the Pro posts in response to Customer Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by Plentific (and removed or amended in Plentific’s sole discretion if Plentific deems reasonably necessary). For the avoidance of doubt, the Pro shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any Customer Content naming or referring to the Pro. However, if the Pro, acting reasonably, feels that any Customer Content is defamatory of the Pro or any person or in some other way is a violation of any person’s legal rights, the Pro may flag and report that Customer Content to Plentific. In such case, Plentific shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of Customer Content).
8. CUSTOMER DATA
8.1 For the purposes of this clause, “data controller”, “data processor”, “personal data”, “process” and “processing” shall have the meanings given to them in the DPA.
8.2 Subject to clause 8.4, Plentific and the Pro acknowledge that, for the purposes of the Data Protection Act 1998, Plentific is the data controller and the Pro is the data processor of any Customer personal data.
8.3 Subject to clause 8.5, the Pro may not use Customer personal data collected through the Website for any purpose other than fulfilment of the relevant Accepted Job.
8.4 The Pro may collect Customer personal data and Customer’s information separately and directly by itself (for example, where Customers have booked the Pro’s services otherwise than through use of the Website and where the Pro has separately obtained permission directly from the Customer to use their data), in which case, in respect of that data, the Pro shall be the data controller of that Customer’s personal data and information for the purpose of the DPA.
8.5 When the Pro is processing Customer personal data as a data processor for Plentific the Pro shall:
8.5.1 process the personal data only in accordance with instructions from Plentific (which may be specific instructions or instructions of a general nature);
8.5.2 comply with all Data Protection Legislation;
8.5.3 process the personal data only to the extent and in such manner as is necessary or as is required by law or by any regulatory body;
8.5.4 promptly comply with any request from Plentific requiring it to amend, transfer or delete the personal data;
8.5.5 implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
8.5.6 take all reasonable steps to ensure the reliability of its staff and agents who may have access to the personal data and ensure that such staff and agents:
126.96.36.199 are informed of the confidential nature of the personal data; and
188.8.131.52 have undertaken training in the laws relating to handling personal data;
8.5.7 not cause or permit the personal data to be published, disclosed or divulged, or transferred to a third party or to be transferred outside of the European Economic Area without the prior consent of Plentific; and
8.5.8 notify Plentific within five (5) working days if it receives any complaint, notice or communication which relates directly or indirectly to the processing of the personal data or to either party's compliance with the DPA and the data protection principles set out therein, and it shall provide Plentific with full co-operation and assistance in relation to any such complaint, notice or communication.
8.6 Any breach of this clause 8 will be a Material Breach of this Agreement.
8.7 This clause shall survive the termination or expiry of this Agreement.
9. PLENTIFIC INSURANCE BACKED GUARANTEE
9.1 Gold Pros and Silver Pros will be required to purchase insurance via Plentific for each Accepted Job (“ Plentific Guarantee”). By agreeing to this Agreement you agree to purchase the Plentific Guarantee and you agree to the Plentific Guarantee terms and conditions which can be found here.
9.2. Please note that by accepting this Agreement you are also accepting the third party insurer’s terms and conditions appended to this Agreement at Appendix 2.
9.3 The Plentific Guarantee will cover, but is not limited to, the following:
9.3.1 deposit protection;
9.3.2 work in progress cover (such as in the event the Pro fails to complete the Services within 42 days of the commencement date as they have ceased trading);
9.3.3 post completion (such as bearing the cost of any defects discovered during the period in which the Pro has ceased trading); and
9.3.4 legal costs.
For more details on the Plentific Guarantee please see here.
9.4 Gold Pros and Silver Pros will be required to pay the Insurance Fee for each Accepted Job in order to be covered by such insurance. The Insurance Fee will be paid to Plentific as a deduction from the Deposit paid by the Customer. For more details on the Plentific Guarantee, the Insurance Fee and any associated insurance terms and conditions please follow this link.
10. PRO WARRANTIES AND INDEMNITY
10.1 The Pro shall provide Plentific with any Pro Content it reasonably requires to be provided with in order to supply the Services.
10.2 The Pro warrants that it is duly authorised and has the capacity to create a Pro Account with us on the terms set out herein and that the account is created by a duly authorised representative.
10.3 The Pro warrants that all Pro Content it supplies to Plentific in connection with this Agreement and/or publishes (or provides to Plentific for publication) on the Website will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency.
10.4 The Pro hereby grants Plentific the right:
10.4.1 to use and publish the Pro Content in connection with the provision of Services;
10.4.2 to remove, edit, cut-down or otherwise amend Pro Content published on any Pages, including without limitation where such Pro Content does not, in Plentific’s opinion, comply with the warranties at clause 10, or is otherwise in breach of the terms of this Agreement; and
10.4.3 to make use of search engine optimisation services and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Pro or any brands used in connection with the Pro Services.
10.5 The Pro warrants, represents and undertakes that it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Services and shall obtain all licences, consents, authorities and insurance it is either necessary or reasonably prudent for the Pro to obtain in respect of all its business activities and personnel (but especially in connection with the provision of the Services).
10.6 The Pro hereby agrees to indemnify, keep indemnified and hold harmless Plentific and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Pro of any term of this Agreement or arising out of any action brought by any third party relating to the Services provided (or not provided), or actions (or failure to act), of the Pro or any person (other than Plentific) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation or Pro Content.
10.7 This clause shall survive the termination or expiry of this Agreement.
11. TERM OF THE AGREEMENT
11.1 This Agreement commences on the Effective Date and will continue in effect unless terminated through communication via the Website by either party.
11.2 Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:
11.2.1 the other party commits a Material Breach of any of the provisions of this Agreement and either that breach is not capable or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
11.2.2 either party suspends, or threatens to suspend, payment of their debts or are unable to pay their debts as they fall due or admit inability to pay their debts or (being a company or limited liability partnership) are deemed unable to pay their debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply;
11.2.3 either party commences negotiations with all or any class of creditors with a view to rescheduling any of their debts, or make a proposal for or enter into any compromise or arrangement with creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
11.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with a party’s winding up (being a company) other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
11.2.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over either party (being a company);
11.2.6 the holder of a qualifying floating charge over a party’s assets (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.2.7 a person becomes entitled to appoint a receiver over a party’s assets;
11.2.8 one of either party’s creditors or an encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on, or sued against, the whole or any part of their assets and such attachment or process is not discharged within 14 days;
11.2.9 any event occurs, or proceeding is taken, in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in paragraphs 11.2.2 to 11.2.8 (inclusive); or
11.2.10 the other party ceases, or threatens to cease, to carry on business.
11.3 Where a party terminates this Agreement pursuant to this clause 11, such party shall have no liability to the other in respect of such termination. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
12.1 Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which information is proprietary and confidential to the other party (“ Confidential Information”).
12.2 Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
12.3 The terms of and obligations imposed by this Clause 12 shall not apply to any Confidential Information which:
12.3.1 at the time of receipt by the recipient is in the public domain;
12.3.2 subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
12.3.3 is lawfully received by the recipient from a third party on an unrestricted basis; or
12.3.4 is already known to the recipient before receipt hereunder.
12.4 The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.
12.5 This clause shall survive the termination or expiry of this Agreement.
13.1 Nothing in this Agreement shall limit or exclude the a party’s liability for:
13.1.1 death or personal injury caused by its negligence; or
13.1.2 fraud or fraudulent misrepresentation.
13.2 Subject to clause 13.1, Plentific shall not be liable to the Pro, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
13.2.1 loss of profits;
13.2.2 loss of sales or business;
13.2.3 loss of agreements or contracts;
13.2.4 loss of anticipated savings;
13.2.5 loss of or damage to goodwill;
13.2.6 loss of use or corruption of software, data or information; and
13.2.7 any indirect or consequential loss.
13.3 Subject to clause 13.1, Plentific’s maximum aggregate liability to the Pro, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the Commission payable to Plentific hereunder
13.4 This clause shall survive the termination or expiry of this Agreement.
14.1 All rights to the Website and the content on it (save for Pro Content) (and all other Intellectual Property Rights belong to or licensed to Plentific) remain vested in Plentific at all times. Nothing in this Agreement shall give the Pro any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith.
14.2 In the event of a change of control or senior management of the Pro, the Pro must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Plentific of the relevant new personnel’s contact details.
14.3 Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in the verification email (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three working days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.
14.4 The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners.
14.5 Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).
14.6 A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
14.7 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
14.8 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
14.9 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
14.10 This Agreement shall be governed and interpreted in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts to settle any dispute arising out of or in connection with this Agreement.