TERMS AND CONDITIONS

Last updated: 31^st May 2019

WELCOME TO ICPLAN

Thank you for visiting www.icplan.com (the Site).  ICPlan is a unique communication planning and management software platform designed to help you to simplify and centralise your internal communications.

ABOUT ICPLAN

The Site is owned and operated by ICPlan Limited, registered in England and Wales with its registered office at 7 St. Petersgate, Stockport, Cheshire, SK1 1EB (us, we or ICPlan).

THESE TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (TOGETHER WITH ANY DOCUMENTS REFERRED TO IN THEM) SET OUT THE BASIS ON WHICH WE OPERATE AND PROVIDE THE SERVICES MADE AVAILABLE VIA OUR SITE (“SERVICE”).  BY USING OUR SITE AND/OR BY SUBSCRIBING TO ICPLAN (INCLUDING VIA ONLINE SUBSCRIPTION OR BY EXECUTING AN AGREEMENT THAT REFERENCES THESE TERMS AND CONDITIONS), YOU ARE AGREEING TO THE THESE TERMS AND CONDITIONS APPLYING.  IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THEM AND YOU MUST NOT USE THE SITE OR SERVICE.  

OUR RELATIONSHIP

If you are subscribing to the Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates (where applicable) to these Terms and Conditions, in which case the terms ‘you’ and ‘your’ shall refer to such entity and its affiliates.  

HOW TO SUBSCRIBE

You can subscribe to the Service by following the online instructions on the Site.  For larger multi-user subscriptions, please contact us directly at +44 203 286 8274 to discuss your requirements.

As part of this process you will need to create an account, including a username and password.

Subscribing to the Service will entitle you to use ICPlan for the duration and for the stated number of users, subject to these Terms and Conditions.  

Additional services ancillary to the Service may be available on a case-by-case basis by negotiation, such as on-boarding, account set-up, training and other professional services (“Additional Services”).  Any Additional Services will be provided subject to these Terms and Conditions and any additional or different terms as may be agreed between us in writing.

PRICING AND PAYMENT TERMS

The Site sets out our prevailing charging structure and any other specific terms applicable for the Service.  Additional Services are priced on a case-by-case basis and agreed in writing with you.

When you subscribe to the Service, you agree to pay the published charges and agree to any additional terms applicable to your purchase as may be stated on the Site.  Your use of any paid-for Service may not start until we have received the applicable payment in full.  We shall be entitled to suspend or cancel your subscription without further liability in the event of late payment.

Subscription charges are billed monthly in advance (except where we may offer the option to pay for our service 12 months in advance).

Free trials may be available at our discretion.  If you continue to use the Service after an initial free trial period has ended, you will be immediately prompted to provide your valid debit or credit card details and settle your first monthly payment. Your monthly payment will be due from that date each month onwards. If you fail to make your first monthly payment after your initial free trial period we will suspend or terminate your account.

Where the Service has been paid for 12 months in advance, (where this option is offered by us) payment will be taken in full on each anniversary.

Subscription charges may be calculated by reference to the number of user licences required. User licenses cannot be shared between individual users. Each login is for a single, named user and is non-transferable.  If we find out that logins have been shared, we shall be entitled to levy additional charges for the additional usage that has been made via the shared access to the Services, to suspend or terminate your use of the Site and Services and/or delete your account at our sole discretion.

It is a condition of use that a valid debit or credit card is provided at all times in order for your account or accounts to remain active. Your debit or credit card information will be held with our payment provider. We will not hold a record of your debit or credit card information.

Where a credit or debit card payment request is made by us and is declined by your card company or bank (for whatever reason) access to your account or accounts may be suspended immediately until such time as a valid payment has been processed and a valid credit or debit card is associated with your account or accounts.

We reserve the right to change pricing, plans and the features offered at any time and without notice to you.  Such changes will apply to any Service which has not already been paid for by such point.

By subscribing to the Service you warrant that you are entitled to do so and that all of the payment information you provide is 100% accurate. You shall be responsible for all applicable taxes and duties applicable to your purchase and use of the Service in your location. By making any purchase with us, you also warrant that (a) you are legally capable of entering into binding contracts; and (b) you are at least 18 years old; and (c) you are making your purchase in the course of a business and not as a consumer.

We reserve the right to reject or cancel any subscription for the Service at any time for any reason by refunding your payment for any unused part of your purchase period as your sole remedy. Please note that rejection or cancellation for specific cause (e.g. breach of these Terms and Conditions) will not give rise to a refund. If you decide to cancel your use of our Service, you may do so at any time by following the cancellation procedure below, but no refund will be payable to you.

ACCOUNT SECURITY

It is your responsibility to ensure that the information you provide to us when subscribing for the Service is accurate, not misleading and relates to you. You cannot create an account or username and password using the names and information of another person or using words that are the trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate. We reserve the right with or without notice to suspend or terminate any account in breach.

If for any reason you suspect that your username and password has been disclosed to or obtained by another party you should contact us immediately. Please note that we never contact users requesting them to confirm their username and password. 

AVAILABILITY

Our Site and the Service will develop and change over time.  We may amend, add to, replace or withdraw elements of our Site and the Service at any time at our sole discretion provided that the same or similar core functionality is retained.  We will try to ensure that our Site and the Service are normally available 24 hours a day, we shall not be liable for any temporary unavailability.  You understand and agree that temporary interruptions Site and Service may occur and that your access to them may be dependent on your and third party equipment, software and communications networks, which are beyond our control.

We may also depend on third party suppliers to support certain functionality within the Service.  No warranties or liability is accepted for the performance or availability of such third party functionality.

The Services are hosted by us for your convenience.  We are not a hosting service provider and are reliant on third party hosting services.  

You are solely responsible for backing up any content or data entered onto the Service by you. We strongly recommend that you regularly and completely backup all of your content and data on the Service.

CANCELLATION

You may cancel your account or accounts at any time.

Cancellation should be done in writing via email to contact@icplan.com.  Please write “Cancellation Request” in the email title and provide your details of the account/accounts that you wish to cancel in the email.

Cancellation by any other means, including (but not limited to) telephone call, fax, text or instant message is not valid.

No refunds will be provided for remaining unused days and months.

UPGRADING OR DOWNGRADING YOUR ACCOUNT

You may upgrade or downgrade your account by following the online procedure.  

Where a 12-month account is upgraded the increased charge will be applied immediately to the account for the additional amount due until the anniversary date.

Upgrades will take effect on payment of an upgrade charge, which shall be calculated for the period between your upgrade and the expiry of your current subscription period.  The new higher subscription charge will then be automatically applied on the next usual date of the monthly or annual subscription charge.

Downgrades will take effect on the expiry of your current pre-paid subscription period and the new lower charge will be automatically applied on the next usual date of the monthly or annual subscription charge.  

Where an account is downgraded the applicable user will be responsible for all the data within the account and any loss of data caused by the downgrading and removal of any element of the Service within the account connected to the downgrade.

You should backup and download your data prior to requesting a downgrade.

FREE TRIALS AND OFFERS

Trial or offer periods are offered at our sole discretion and are subject to withdrawal at any time and without notice.

Only one person may use a single free or trial account, the account cannot be shared amongst multiple individuals.

These Terms and Conditions apply to all trial or offer period accounts.

TECHNICAL SUPPORT AND SERVICE LEVELS

Technical support is provided via email and such other means as we decide in order to provide an appropriate service to users.

We reserve the right not to provide a full technical support service to free trial account users.

OUR INTELLECTUAL PROPERTY

The Site and Services comprise and contain valuable intellectual property belonging to us and/or our licensors and are protected by copyright, trade mark, patents or other intellectual property rights which shall remain with us and/or our licensors. ICPlan™ is our trade mark and may not be used in the course of trade without our prior written authorisation. You shall not utilise our intellectual property except as is expressly permitted in these Terms and Conditions.

Browsing licence: For the purposes of general use of our Site without subscribing to our Services, we allow you to store on your computer, or print out extracts from, the pages of our Site provided it is for your use only. Any other reproduction, adaptation, distribution or storage, in whole or in part, is prohibited unless with our prior written authorisation.

Subscription licence: When you subscribe to the Service you shall be granted a limited, non-exclusive, non-transferrable, revocable, worldwide licence to use our intellectual property rights in the Service solely for normal use of the Service in the context of your business in accordance with these Terms and Conditions for the duration of your subscription. You agree not to use, access, sell, resell, license, duplicate, copy or use any portion of this Site or our Services for any other commercial purposes.

YOUR CONTENT

As a user you retain all ownership rights to content provided by you.

You warrant that any content provided by you does not belong to a third party whose rights have been violated by the content being posted on to the Service. Furthermore if any content is owned by a third party you agree to pay all royalties, fines and settlements owed to that party, without seeking any contribution from us.

In order to enable us to provide the Service to you, you hereby grant to us and our third party suppliers (as applicable) a non-exclusive, royalty-free, worldwide licence to use your intellectual property rights as is reasonable and appropriate in the provision of the Service to you.

THIRD PARTY RIGHTS

Users can freely add content to the Service.  We do not monitor or assume any responsibility for content posted onto the Service. If at any time we decide to monitor the Service on any occasion it does not mean that we assume responsibility for removing any content or the conduct of any users at the time or in the future.

We do not condone, encourage or control in any way the posting of copyrighted or proprietary content or information by any users who are not the legal owners of such content.

Where notified of any actual or alleged breaches by the owner of such content we may remove the content from the Service at our sole discretion and/or instigate the Complaints Procedure below, where appropriate.  We are not able to adjudicate on whether any rights have been infringed and the removal of any content by us does not indicate any admission or acknowledgement of infringement.  

If you believe that your own intellectual property rights have been infringed you should contact us as soon as possible and provide all relevant information in writing.

GENERAL USAGE GUIDELINES

As a user of our Site and Service you agree not to do any of the following:

(a) Abuse, harass, threaten, stalk, defame or in any way seek to violate the rights of another user or third party.

(b) Publish or seek to distribute any material or information that is unlawful, harmful, obscene, indecent, libellous, profane, defamatory, racist, or in any other way inappropriate or objectionable.

(c) Use or harvest data provided by other users in a way that they would object to.

(d) Encourage illegal activity or activity that violates the rights of other users or third parties, whether individuals or organisations.

(e) Supply or post content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us.

(f) To pose as another user, third party or organisation employee for the purposes of obtaining user or third party information.

(g) To transmit or transfer any viruses, trojans, worms or any other malicious programs or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment.

(h) Attempt to gain access to our servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the services provided by or relied upon by us and users.

(i) Reframe or repurpose the Site or Service or any content on it, remove, obscure or block any notices (and advertising as applicable) provided by us on the Service.

(j) Permit any third party to access the Service except as permitted herein or as specified by the terms of your subscription.

(k) Create derivate works based on the Site or Service except as authorized herein.

(l) Copy, frame or mirror any part or content of the Service, other than copying or framing on your own intranets or otherwise for your own internal business purposes.

(m) Reverse engineer the Service.

(n) Access the Service in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service.

(o) Load or provide access to content on the Service or link to other content from the Service, which infringes the trademark, patent, trade secret or any other proprietary right of a third party or infringes any intellectual property law.

(p) Send junk or spam email or emails or posts promoting pyramid schemes, chain letters or any other activity that invites users and others to participate in wasting their time and/or money.

(q) Use any robot, spider, scraper or other technical means to access the Service or any content on the Service.

The above list is not intended to be exhaustive. Your licence to use our Site and the Service is conditional on your strict compliance with these guidelines.  We reserve the right to remove (with or without notice) any content and suspend or terminate (with or without notice) the account of any user who in our sole judgment is in breach of these Terms and Conditions.  We shall also be free to report any abuse of these guidelines to any relevant authority or third party in our discretion and cooperate with any relevant investigation.

COMPLAINTS PROCEDURE

We do not warrant or represent that users of our Site or the Service will not breach our Site Usage Guidelines or that our Site and the Service do not in themselves conflict with such Site Usage Guidelines, but we will respond to complaints in this regard promptly and diligently. If you become aware of or suspect any alleged problem, please follow the procedure set out below (Complaints Procedure) by providing written notification to contact@icplan.com or by post to 1, Church Lane Cottages, Church Lane, Ripe, BN8 6AS as follows and we will endeavour to respond appropriately:

• Identify the behaviour or content on our Site or within the Service that you consider to breach our Site Usage Guidelines;
• State why you consider this behaviour or content to be objectionable;
• Identify any intellectual property rights that you consider to have been infringed (where applicable);
• Provide details of the owner and/or licensee of such rights (where applicable);
• Provide your name and contact details and your relationship to the subject of the complaint or intellectual property rights owner;
• Give details of any other information that we you consider will assist us in understanding, investigating and dealing with this matter;
• Provide a written statement of truth in the following terms “I, [individual’s name], hereby confirm that the information provided in this complaint notification is true to the best of my knowledge and belief”.

DATA PROTECTION

• We shall comply at all times with applicable data protection law and regulation.  When you subscribe to the Service, you will be required to provide certain information about yourself and your business (Subscription Data). You undertake to ensure that all Subscription Data is accurate and that you are entitled to submit it to us. Please also regularly review and update your Subscription Data to keep it current.
• Any information that you submit through use of this Site and the Service comprising personal data, including your Subscription Data, is subject to our Privacy Policy at www.icplan.com/privacy, which is specifically incorporated by reference into these Terms and Conditions and applies in addition, with these Terms and Conditions taking precedence in the event of any conflict.  For situations in which we process Subscription Data and other personal data as Data Controller, Part A of our Privacy Policy shall apply.
• It shall be your sole responsibility to use the Site and the Service strictly in accordance with prevailing data protection law and regulation. In addition, in order to use the Service legally within your organisation, you may be required to have appropriate privacy and “cookie” policies. It is your sole responsibility to audit the implications of your use of the Site and the Service for data protection purposes. You agree that you shall be deemed the Data Controller for UK data protection purposes in relation of any domain or business for which you use our Site and Services.  For situations in which we process personal data as your Data Processor, Part B of our Privacy Policy shall apply.

DURATION AND TERMINATION

These Terms and Conditions shall come into effect on the date on which you first visit our Site and shall continue in force for as long as you continue to visit our Site or subscribe to any of our Services, save where any obligations are stated to survive termination or expiry of these Terms and Conditions.

Your subscription to the Service shall expire at the end of your current subscription period if either (a) you have opted to cancel it or (b) you do not pay to renew it.

If you wish to terminate your subscription to any Services, you may do so at any time by following the cancellation procedure above.

We may without liability terminate or suspend your use of the Site and any Services at the end of their current paid subscription period with or without notice and for any reason.

In addition, we may without any liability to you terminate or suspend any paid-for Services at any time with immediate effect on notice to you in the event that you have breached any material provision of these Terms and Conditions.

On expiry, termination or suspension for any reason your right to visit the Site and use the Services shall immediately terminate, and you acknowledge and agree that we may immediately deactivate or delete any account or subscription to the Site or Services.  At the end of your subscription, we will ask you what you would like to do with your user generated content hosted via the Site.  As standard, we keep your content for 90 days from the end of your subscription, during which period you will still be able to download it in CSV format via the Site.

Various clauses within these Terms & Conditions are designed to survive and continue after termination, including (but not limited to) intellectual property, confidentiality and privacy provisions.

DISCLAIMERS

THIS SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF OUR SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR THE RESULTS OF USING OUR SITE AND THE SERVICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE OR THE SERVICE ARE OF SATISFACTORY QUALITY, WILL BE APPROPRIATE FOR YOU OR FIT FOR ANY PURPOSE, WILL SERVE YOUR REQUIREMENTS, OR THAT THEY WILL BE AVAILABLE, SECURE, ACCURATE OR ERROR-FREE, RELIABLE OR EFFECTIVE.

WHEN AGREEING TO THESE TERMS AND CONDITIONS YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION, UNDERTAKING OR PROMISE GIVEN BY OR US OR ON OUR BEHALF EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. WE SHALL HAVE NO RESPONSIBILITY FOR ANY STATEMENT MADE, WHETHER ORALLY OR IN WRITING, PRIOR TO THE DATE ON WHICH YOU FIRST ENTERED INTO A CONTRACT WITH US (UNLESS PROVEN TO HAVE BEEN MADE FRAUDULENTLY).

WITHOUT LIMITING THE FOREGOING, WE WILL TAKE REASONABLE CARE TO ENSURE THAT ALL DETAILS, DESCRIPTIONS AND SERVICE DESCRIPTIONS APPEARING ON THE SITE ARE ACCURATE AND CORRECT AT THE TIME WHEN THE RELEVANT INFORMATION IS PUBLISHED. WE AIM TO KEEP THE SITE REASONABLY UP TO DATE HOWEVER DESCRIPTIONS ON THIS SITE MAY VARY FROM THE SERVICE AVAILABLE AND AS UPDATED FROM TIME TO TIME. NO WARRANTY IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION ON THE SITE.

THIS SITE IS PROVIDED FROM THE UNITED KINGDOM AND ALTHOUGH IT MAY BE ACCESSIBLE WORLDWIDE THIS DOES NOT IMPLY ANY REPRESENTATION OR WARRANTY THAT THE SITE OR SERVICES ARE LEGAL OR APPROPRIATE FOR OR LAWFUL FOR USE IN OTHER COUNTRIES.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION ANY LOSS (DIRECT OR INDIRECT) OF DATA, BUSINESS, REVENUE OR PROFITS, DAMAGE TO REPUTATON, LOSS OF ANTICIPATED SAVINGS, LOSS OF CONTRACTS, LOSS OF ENJOYMENT, WASTE OF MANAGEMENT OR OFFICE TIME, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE ARISING.

OUR ENTIRE LIABILITY TO YOU SHALL BE LIMITED TO THE SUMS PAID BY YOU TO US FOR OUR SERVICES DURING THE SIX MONTH PERIOD PRIOR TO ANY CLAIM NOTIFIED BY YOU TO US. ALL COMPLAINTS, DISPUTES AND CLAIMS MUST BE NOTIFIED TO US WITHIN 1 MONTH OF ANY ALLEGED LIABILITY ARISING, AFTER WHICH TIME ALL LIABILITY SHALL BE DEEMED TO HAVE EXPIRED.

Nothing in these Terms and Conditions shall limit our liability in any way for death or personal injury, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal to exclude, or attempt to exclude, our liability.

INDEMNITY

In addition to and without limiting your liability under these Terms and Conditions, you agree to indemnify and hold us and our subsidiaries, affiliates and partners and their respective officers and employees harmless from any loss, fines, fees, liability or claim made by any third party arising from your breach of these Terms & Conditions whilst using the Service or any other service provided by us.

GENERAL LEGAL TERMS

Severability:  The foregoing paragraphs, sub-paragraphs and clauses of these Terms & Conditions shall be read and construed independently of each other. Should any part of this agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

Waiver: Failure by us to enforce any accrued rights under these Terms & Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.

Changes to these Terms and Conditions: We reserve the right to change these Terms and Conditions from time to time.  Changes to these Terms and Conditions will come into effect automatically when posted on our Site.  Your continuing use of the Service will be deemed to constitute an express acceptance of the new terms, unless you notify us of any objection within 14 days of the new Terms and Conditions being posted.  In addition, any terms agreed in writing by us with you as “Special Terms” in any Order Form or other written agreement shall override any conflicting terms in these Terms and Conditions to the extent of any conflict.  These Terms and Conditions may not otherwise be changed without our written consent.

Events outside our control: ICPlan shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events outside our reasonable control (Force Majeure Event). Our performance under these Terms and Conditions will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

Jurisdiction: These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.