PROJECT PLANNER TERMS AND CONDITIONS

Last Updated: November 2023

1. INTRODUCTION

   Firstplanit Ltd, a company registered in England and Wales under company number 12539740 whose registered office is at 1 Doughty Street, London, England, WC1N 2PH("Firstplanit", "we", "us" and "our"), operate the online platform 'www.firstplanit.com' which provides a self-serve digital tool for building projects worldwide by contextualising and simplifying sustainable building knowledge for consumers and connecting them to sustainable products, experts, tools and the wider community (the "Platform").

2. WHAT ARE THESE TERMS?
   1. The purpose of these terms and conditions ("Terms") is to set out the terms by which you, as either:

      (a) a consumer or a business which has registered an Account (as defined below) with us in order to purchase the Services (as defined below) provided on the Platform ("Project Planner"); or
      (b) a consumer accessing the Platform for any other reason, including but not limited to browsing our materials and products library, finding a product to purchase, leaving comments on products or chat with manufacturers and suppliers registered with us ("User"),
      are permitted to access and use the Platform, as well as to set out our rights and obligations and form part of your Subscription (as defined below) with us.

   2. These terms are only applicable to you if you are a User or Project Planner. If you are a manufacturer or supplier featuring your goods and/or services through the Platform ("Manufacturer"), please view our Manufacturer Terms and Conditions here.
   3. We encourage our Project Planners to read these Terms carefully before creating an Account on the Platform. Within these Terms you will be informed of:
      

      (a) how we provide the Services to you;
      (b) how we will provide your Authorised Users with access to the Platform;
      (c) applicable fees and payment;
      (d) what to do in the event of any problems, and other important information.

   4. Please contact us using the details set out at clause 5.1 below if any of the information is unclear or further information is required.
3. BY USING THE PLATFORM YOU ACCEPT THESE TERMS
   1. By using the Platform and our Services, you confirm that you accept these Terms of use and that you agree to comply with them.
   2. If you do not agree to these Terms, you must not use the Platform.
   3. We recommend that you print a copy of these Terms for future reference.
4. THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
   1. These Terms of use refer to the following additional terms, which also apply to your use of the Platform:
      

      - Our Privacy Policy [View].
      - Our Cookie Policy [View], which sets out information about the cookies on the Platform.

5. HOW TO CONTACT US
   1. To contact us, please email info@firstplanit.com or telephone our customer service line on 07858 325 237.
   2. If we need to contact you, we will do so by telephone or by writing to you at the email address you provided to us when you registered an Account (as defined below) with us.
6. ONBOARDING
   1. Upon using the Platform for the first time you will be prompted to sign up to register an account with us in order to access the Services and use the Platform (an "Account").
   2. We will request the following information from you in order to set up your Account and when you make a purchase for Services:
      

      (a) the full name, email address and chosen password of an authorised representative of the Project Planner;
      (b) the company name, number and registered office address of the Project Planner;
      (c) the bank account or billing details in order for you to register for automated billing services with us via Stripe; and
      (d) details of your project(s), including the gross development value, project size, duration and the number of Authorised Users ("Project").

   3. Firstplanit will register you with an Account based on whether you have chosen to purchase our services on an annual subscription basis (an "Annual Subscription") or in relation to a specific project ("Pay Per Project"). The applicable Subscription Tier set out in Annex A and/or the Project Tier set out in Annex B will affect the Fees chargeable to you by Firstplanit for the Services, as detailed in clause 9.
   4. If a Project Planner is VAT registered, the Project Planner must inform Firstplanit and provide the VAT number and jurisdiction of registration upon creating an Account. If at any time after creating an Account, the Project Planner becomes VAT registered, they must inform Firstplanit as soon as possible and in any event prior to the next relevant date of payment.
   5. By creating an Account with us, you guarantee that the information you provided to us is accurate, complete and current at all times.
   6. We have no obligation to honour your request to create an Account and may elect in our sole and absolute discretion to refuse your request to do so without giving any reason.
   7. You will receive an email confirmation from Firstplanit once your Account has been successfully created. Our acceptance of your registration with us takes place when we send the confirmation email to you accepting it, at which point and on which date (the "Commencement Date") a contract will come into existence between you and us (the "Subscription").
   8. The Subscription shall commence on the Commencement Date and;
      

      (a) in the case of an Annual Subscription, continue for twelve (12) months (the "Initial Term"). At the end of the Initial Term (and each Renewal Term) the Annual Subscription shall renew for further consecutive periods of twelve (12) months (each a "Renewal Term") unless no less than three (3) months' notice is given by you or us to terminate and such notice shall expire no later than the last day of the Initial Term or Renewal Term (as applicable); or
      (b) in the case of Pay Per Project subscription and subject to clause 9, for the duration selected by you when purchasing the Project unless terminated earlier by you or us in accordance with clause 18,

      (each term being "Subscription Term").
   9. Authorised Representatives (as defined in the Contract Details) will be able to access login details and instructions for accessing the Project Planner's bespoke dashboard (the "Dashboard") once the Subscription has been confirmed. Firstplanit will provide the Project Planner with the option to implement additional two-factor authentication security features for access to the Dashboard. Please note however that Firstplanit will accept no responsibility for any loss or damage suffered to any Project Planner or Authorised User as a result of sharing any Account details, including but not limited to sharing or losing any relevant email account login details or any security breach relating to such email account.
   10. You must inform Firstplanit immediately if you believe that your Account and/or login details associated with any relevant email account used to access the Dashboard have been lost, stolen, misused or compromised in any way. You irrevocably authorise Firstplanit to take any measures we consider appropriate in our sole and absolute discretion to protect your Account and/or the Platform.
7. SERVICES
   1. Once your Account has been created, Firstplanit will allow you and your Authorised Users to access the Dashboard and use the Platform to:
      

      (a) create and manage Projects, including to add and remove Additional Features (as defined below);
      (b) access our materials and products library which rates products based on environmental, social, health and monetary factors in the building industry in conjunction with your Project;
      (c) manage your profile and Authorised Users;
      (d) view information about sustainable strategies, methods, products, systems and fixtures; and
      (e) create a profile and post reviews,

      as further detailed in the Contract Details, Special Terms, Annexes and these Terms from time to time (the "Services").
   2. Firstplanit shall during the term of the Subscription provide the Services to the Project Planner corresponding to the commercial needs of the Project Planner and in accordance with good industry practice, on and subject to these Terms and the Subscription.
   3. We will supply the Services to you until you terminate your Subscription with us or we end your Subscription in accordance with these Terms.
   4. Firstplanit undertakes to provide the Project Planner with technical support on business days between 9:30am and 7:00pm (GMT). The Project Planner must provide Firstplanit with information and data in its possession as soon as possible in order to facilitate Firstplanit's identification and correction of faults.
   5. It is your responsibility to ensure that:
      

      (a) you co-operate with us in all matters relating to the Services, and procure the co-operation of all Authorised Users; and
      (b) you provide us with such information and materials as we may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects.

   6. If our ability to perform the Services is prevented or delayed by any failure by you or an Authorised User to fulfil any obligation listed in clause 7.5 ("Your Default"):
      

      (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Project Planner Agreement under clause 18;
      (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

   7. Firstplanit:
      

      (a) does not warrant that:
          (i) the Project Planner's use of the Services and the Platform will be uninterrupted or error-free; or
          (ii) the Platform will be free from vulnerabilities or viruses,
      (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and the Project Planner acknowledges that the Services and the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

   8. These Terms shall not prevent Firstplanit 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.
8. AUTHORISED USERS
   1. Subject to a Project Planner purchasing a Subscription, the restrictions set out in this clause 8 and the other terms and conditions set out in these Terms, Firstplanit hereby grants to the Project Planner a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit those employees, agents and independent contractors of the Project Planner who are authorised by the Project Planner ("Authorised Users") to use the Services and the Dashboard during the Subscription Term solely for the Project Planner's internal business operations.
   2. In relation to the Authorised Users, the Project Planner undertakes to Firstplanit that:
      

      (a) the maximum number of Authorised Users that it authorises to access and use the Services and Dashboard shall not exceed the number of users set out in Annex A or Annex B or such additional number as purchased from time to time in accordance with clauses 8.3 to 8.5 inclusive;
      (b) it will not allow or suffer its Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or the Dashboard;
      (c) each Authorised User shall keep a secure password for their use of the Services and Dashboard and that each Authorised User shall keep their password confidential;
      (d) it shall maintain a written, up to date list of current Authorised Users and provide such list to Firstplanit within five (5) business days of Firstplanit's written request at any time or times;
      (e) it shall permit Firstplanit or Firstplanit's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Project Planner's data processing facilities to audit compliance with these Terms. Each such audit may be conducted no more than once per quarter, at Firstplanit's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Project Planner's normal conduct of business;
      (f) if any of the audits referred to in clause 8.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Firstplanit's other rights, the Project Planner shall promptly disable such passwords and Firstplanit shall not issue any new passwords to any such individual; and
      (g) if any of the audits referred to in clause 8.2(e) reveal that the Project Planner has underpaid Fees to Firstplanit, then without prejudice to Firstplanit's other rights, the Project Planner shall pay to Firstplanit an amount equal to such underpayment as calculated in accordance with the prices set out in Annex A or Annex B (as applicable) within thirty (30) business days of the date of the relevant audit.

   3. Subject to clause 8.3 and 8.4, the Project Planner may, from time to time during the Subscription Term, purchase additional Authorised User licences in excess of those detailed in Annex A or Annex B in relation to its Subscription, and Firstplanit shall grant access to the Services and Dashboard to such additional Authorised Users in accordance with the provisions of these Terms.
   4. If the Project Planner wishes to purchase additional Authorised User licences, the Project Planner may do so via the Dashboard. Firstplanit shall issue login details and activate the additional Authorised User licences within twenty-four (24) hours of receiving the request.
   5. Payment for additional Authorised Users shall be taken at the time the Project Planner makes such a request. Firstplanit will send an electronic invoice for such payment within seven (7) days of the beginning of the month following payment.
9. FEES
   1. Our Platform is currently made available to Project Planners on a tiered registration basis depending on the applicable Subscription Tier set out in Annex A and Project Tier set out in Annex B of the Project Planner Agreement. The applicable Subscription Tier and/or Project Tier shall be based on the number of Projects, duration of Projects (for Pay Per Project only), Authorised Users and construction cost or gross development value ("GDV") you selected when you registered for a Subscription and any additional features ("Additional Features") you have requested, each as set out in the Annexes or Special Terms of the Project Planner Agreement from time to time.
   2. The Project Planner must pay Firstplanit's fees in respect of its relevant Subscription Tier and Project Tier (the "Fees") and in accordance with this clause 9.
   3. The Fees relating to additional Projects, Authorised Users and Additional Features are as quoted on the Platform at the time you submit a request to include such additions in your Subscription. Any additions made to your Subscription Tier or Project shall apply for the remainder of the Subscription Term (and any subsequent Renewal Term in the case of an Annual Subscription) of the original Subscription and, where relevant, the duration of the Project to which any such additions apply.
   4. The Project Planner shall pay the Fees relating to an Annual Subscription in advance on a per year basis, either up-front or on a monthly basis at the election of the Project Planner.
   5. The Project Planner shall on the Commencement Date provide to Firstplanit valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details and the Project Planner hereby authorises Firstplanit to charge such credit or debit card automatically:
      
      

      (a) where the Project Planner has chosen to pay the Fees up-front:
      
           (i) in the case of a Pay Per Project subscription, on the Commencement Date; or
           (ii) in the case of an Annual Subscription, on the Commencement Date for the Fees payable in respect of the Initial Term and, subject to clause 6.8, on each anniversary of the Commencement Date for the Fees payable in respect of the next Renewal Period;
      
      (b) where the Project Planner has chosen to pay the Fees on a monthly basis:
           (i) on the Commencement Date for the Fees payable in respect of the first calendar month of the Subscription; and
           (ii) subsequently at the beginning of each calendar month following the date of the payment referenced (including in respect of any Renewal Period in the case of an Annual Subscription).

   6. Firstplanit shall send you an electronic invoice within seven (7) days of the beginning of the month following payment in accordance with clause 9.5.
   7. All Fees stated or referred to in these Terms are exclusive of VAT or any equivalent sales tax, which shall be charged by Firstplanit at the appropriate rate as shown at the time payment is made.
   8. Where at any time during a Subscription, the Project Planner uses the Services in excess to the applicable Subscription Tier or Project Tier, Firstplanit may, in its sole and absolute discretion and upon the expiry of at least seven (7) days' advance notice to the Project Planner, move the Project Planner to an alternative Subscription Tier or Project Tier and amend the applicable Fees accordingly. The notice provided by Firstplanit in accordance with this clause 9.8 shall contain a new Project Planner Agreement, reflecting an amended set of Contract Details, Special Terms and Annexes associated with the new Subscription Tier and/or Project Tier and, where relevant, any other terms of the Subscription to be amended or updated from time to time (the "New Agreement"). Where Firstplanit issues such a notice, the Project Planner shall within five (5) business days of the date of the notice return to Firstplanit a signed copy of the New Agreement, which, once signed by Firstplanit, shall constitute an affective variation to the original agreement in accordance with clause 10.3.
   9. Where a signed copy of the New Agreement is not returned by the Project Planner within the deadline specified in clause 9.8, Firstplanit shall nevertheless be entitled to charge the Project Planner any new Fees in accordance with clause 9.5 as if signed and returned in accordance with clause 9.8.
   10. Notwithstanding clause 9.8 and 9.9, Firstplanit shall be entitled to increase any of the Fees at the start of each Renewal Period upon ninety (90) days' prior notice to the Project Planner and the Contract Details, Special Terms and Annexes shall be deemed to have been amended accordingly.
10. WE MAY MAKE CHANGES TO THESE TERMS
    1. Subject to the remaining provisions of this clause 10 and save where such variation is made in accordance with these Terms, no variation of the Contract Details, the Terms or the Special Terms (including the Annexes) shall be effective unless a new Contract Details sheet is agreed and signed by each of the Project Planner and Firstplanit (or their Authorised Representatives).
    2. Notwithstanding clause 10.1, we may amend and update these Terms from time to time. We will notify you of any changes to these Terms by emailing you at the email address associated with your Account and/or by posting a notice on the Platform.
    3. By continuing to use the Services after any change to these Terms has been notified to you in accordance with clause 10.2, you are deemed to have agreed to the amended Terms.
11. WE MAY MAKE CHANGES TO THE PLATFORM
    1. We may update and change the Platform from time to time to meet our users' needs and/or our business priorities.
12. WE MAY SUSPEND OR WITHDRAW THE PLATFORM
    1. We do not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. We shall not be liable for any loss or damage caused by any inability to access the Platform, or any feature or functionality of the Platform.
    2. We may suspend or withdraw or restrict the availability of all or any part of the Platform for various reasons, including but not limited to, the following:
       

       (a) dealing with technical problems or making minor technical changes, during which Firstplanit will use reasonable commercial endeavours to provide technical support to the Project Planner.
       (b) updating the Platform or the Dashboard to reflect changes in relevant laws and regulatory requirements; and
       (c) making changes to the Platform or the Dashboard as requested by you or notified by us to you.

    3. Although we may try our best to do so, we are not obliged to maintain the Platform or to supply any corrections, updates or releases.
    4. You are responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms of use and other applicable terms and conditions, and that they comply with them.
13. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE
    1. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Subscription.
14. HOW YOU MAY USE MATERIAL ON THE PLATFORM
    1. We are the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Where you upload content in connection with a Project, the Project Planner and its licensors shall retain ownership of all intellectual property rights in those materials.
    2. You may print off one copy, and may download extracts, of any page(s) from the Platform for your personal use, to draw the attention of others within your organisation to content posted on the Platform, or for use within your business to share content produced by us with your associates and in order to carry out a Project, only in accordance with this clause 14.
    3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
    4. Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged (except where the content is user-generated).
    5. You must not use any part of the content on the Platform for commercial purposes other than those set out in clause 14.2 without first obtaining a licence to do so from us or our licensors.
    6. If you print off, copy, download, share or repost any part of the Platform in breach of these Terms of use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
    7. You agree and acknowledge that you are responsible for procuring that all Authorised Users with access to the Platform comply with the obligations and restrictions set out in these Terms.
15. NO TEXT OR DATA MINING, OR WEB SCRAPING
    1. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Platform or any services provided via, or in relation to, the Platform. This includes using (or permitting, authorising or attempting the use of):
       

       (a) any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Platform or any data, content, information or services accessed via the same; and
       (b) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

    2. The provisions in this clause 15 should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).
    3. This clause 15 shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
16. DISCLAIMER
    1. The content and information provided on the Platform, for example through the products and materials library, listed benefit attributes, user-generated reviews and content, suggestions given by our algorithms and other tools and resources accessible via the Platform are provided for information purposes only and do not constitute official renovation, project planning, building or product purchase advice.
    2. Any risk and/or opportunities identified by Firstplanit's tools and resources are based on open-source government data and expert algorithms which take into account key datapoints and parameters of harm and effect of environmental factors identified by the World Health Organisation. Our own algorithms only consider some environmental and user objectives and are in no way customised or comprehensive to each User and/or Project Planner. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform.
    3. We are not liable for any loss or damage, including without limitation, any loss of profit, which may arise directly or indirectly from use of or reliance on any information on the Platform. You acknowledge and agree that you bear responsibility for your own planning, renovating, building, and/or project purchase research and relevant decisions, and that we shall not be held liable by you or any others for any decision made, or action taken by you or others, based upon reliance on or use of information or materials obtained or accessed through use of the Platform.
    4. We make reasonable efforts to update the information on the Platform and encourage Project Planners and Manufacturers to do the same in relation to any posted reviews or featured products and services. However, we make no representation, warranties or guaranties that the content on the Platform or any content which is user-generated, is accurate, complete or up to date.
    5. All warranties, conditions and other terms implied by statute or common law are therefore expressly excluded to the maximum extent permissible by applicable laws, including any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement under the Sale of Goods Act 1979.
    6. We do not warrant or represent that the Platform (or the information, materials or resources supplied via our or third-party algorithms or licensed to us on which all or part of the Platform depends) will be delivered free of inaccuracies, interruptions, delays, omissions or errors ("Faults") or that all Faults will be corrected. We shall not be liable for any loss, damage or cost resulting from any such Faults.
    7. We are not the merchant of any products or services which are reviewed, displayed or listed on the Platform and have no liability for any act or omission of any Manufacturer, any defective products sold/and or any other matter relating to the sale and purchase of products and services from Manufacturers by Users or Project Planners. Please contact the relevant Manufacturer to conduct your own proper due diligence and obtain declared evaluations for products and/or services found on the Platform prior to purchasing. Although Firstplanit encourages open and transparent declarations, it provides no warranty that any information or declarations made by the Manufacturer are true and valid.
17. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
    1. Whether you are a consumer or a business user, we do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
    2. If you are a business user:
       

       (a) We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform or any content on it.
       (b) We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
       (i) use of, or inability to use, the Platform; or
       (ii) use of or reliance on any content displayed on the Platform.
       
       (c) In particular, we will not be liable for:
       (i) loss of profits, sales, business, or revenue;
       (ii) business interruption;
       (iii) loss of anticipated savings;
       (iv) loss of business opportunity, goodwill or reputation; or
       (v) any indirect or consequential loss or damage.
       
       (d) If you are a consumer:
       (i) Please note that we only provide the Platform for domestic and private use. You agree not to use the Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
       (ii) If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

    3. The total liability of Firstplanit under any Subscription with you and these Terms is limited to the Fees paid to Firstplanit during the preceding twelve (12) months of the Subscription.
18. TERMINATION
    1. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate your Subscription with immediate effect by giving written notice to you if:
       

       (a) you commit a material breach of any term of the Subscription and (if such a breach is remediable) fail to remedy that breach within fourteen (14) days of you being notified in writing to do so;
       (b) you fail to pay any amount due under the Subscription on the due date for payment;
       (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
       (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
       (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Subscription has been placed in jeopardy.

    2. Subject to clause 18.3, any provision of the Subscription that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
    3. Notwithstanding clause 18.2, your ability to add additional Projects or edit existing Projects will cease from the date of termination, however you will still be entitled to access and view any Projects using the Dashboard.
    4. You may terminate your Subscription at any time during the Subscription Term upon the provision of at least ninety (90) days' notice in writing to info@firstplanit.com. If you cancel your Subscription, you will not be entitled to a refund of the whole or part of any Fee you have already paid for the Services.
19. ACCEPTABLE USE POLICY
    1. The terms of clause 20 (We are not responsible for websites we link to), clause 21 (User-generated content is not approved by us), clause 22 (How to complain about content uploaded by other users), clause 23 (Interactive Services), clause 24 (Content Standards), clause 25 (Infringing content) and this clause 19 set out the content standards (the "Content Standards") and further rules you must comply with whenever you use the Platform, make use of a feature that allows you to upload content to the Platform or make contact with other users of the Platform, for example where you are a Project Planner and message other Project Planners via our messaging feature or where you post Projects or other content to your profile ("Acceptable Use Policy").
    2. You warrant that any such contribution, including by any Authorised User, complies with the Acceptable Use Policy, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
    3. Where you upload or post public content to the Platform, for example product reviews and comments, such content will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other Users of the Platform a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in clause 26 (Rights you are giving us to use material you upload).
    4. We also have the right to disclose your identity and the identity of any Authorised User to any third party who is claiming that any content posted or uploaded by you to the Platform constitutes a variation of their intellectual property rights, or of their right to privacy in accordance with our infringing content policy at clause 25.
    5. Whether as a User or Project Planner, you may not use the Platform:
       

       (a) in any way that breaches any applicable local, national or international law or regulation;
       (b) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
       (c) for the purpose of harming or attempting to harm minors in any way;
       (d) to bully, insult, intimidate or humiliate any person;
       (e) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards;
       (f) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
       (g) to knowingly transmit, send or upload any data or any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
       (h) to upload terrorist content.

    6. Whether you use the Platform as a User or Project Planner, you also agree:
       

       (a) not to reproduce, duplicate, copy or re-sell any part of the Platform in contravention of the provisions of these Terms; and
       (b) not to access without authority, interfere with, damage or disrupt:
       (i) any part of the Platform;
       (ii) any equipment or network on which the Platform is stored;
       (iii) any software used in the provision of the Platform; or
       (iv) any equipment or network or software owned or used by any third party.

    7. When we consider that a breach of the Acceptable Use Policy has occurred, we may take such action as we deem appropriate.
    8. Failure to comply with the Acceptable Use Policy constitutes a material breach of these terms and conditions upon which you are permitted to use the Platform, and may result in our taking all or any of the following actions:
       

       (a) immediate, temporary or permanent withdrawal of your right to use the Platform;
       (b) immediate, temporary or permanent removal of any Contribution (as defined below) uploaded by you to the Platform;
       (c) issue of a warning to you;
       (d) legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
       (e) further legal action against you; or
       (f) disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

    9. We exclude our liability for all actions we may take in response to breaches of the Acceptable Use Policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
    10. You are solely responsible for securing and backing up your content, including by Authorised Users.
    11. We do not store terrorist content.
20. WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO
    1. Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
    2. We have no control over the contents of those sites or resources.
21. USER-GENERATED CONTENT IS NOT APPROVED BY US
    1. The Platform may include information and materials uploaded by other users of the Platform, including by Manufacturers and other Users and Project Planners. This information and these materials have not been verified or approved by us. The views expressed by Users and/or Project Planners on the Platform do not represent our views or values.
22. HOW TO COMPLAIN ABOUT CONTENT UPLOADED BY OTHER USERS
    1. If you wish to complain about content uploaded by other users, please contact us by email at info@firstplanit.com.
23. INTERACTIVE SERVICES
    1. We may from time to time provide interactive services on the Platform, including, without limitation:
       

       (a) commenting and chat room facilities; or
       (b) bulletin boards, (the "Interactive Services").

    2. Where we do provide an Interactive Service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
    3. We will do our best to assess any possible risks for Users and Project Planners from third parties when they use an Interactive Service provided on the Platform, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide on the Platform, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Service by a User or Project Planner in contravention of our Content Standards, whether the service is moderated or not.
    4. We do not intend for any Interactive Service to be used by children and the use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian. We advise parents and guardians who permit their children to use an Interactive Service to communicate with their children about online safety as moderation is not fool proof. Minors who are using any Interactive Service should be made aware of the potential risks to them.
    5. Where we do moderate an Interactive Service, we will normally provide you with a means of contacting the moderator should a concern or difficulty arise.
24. CONTENT STANDARDS
    1. These Content Standards apply to any and all material which you contribute to the Platform ("Contribution"), and to any Interactive Services associated with it, whether as a User or Project Planner.
    2. The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.
    3. We will determine, in our sole discretion, whether a Contribution breaches the Content Standards.
    4. A Contribution must:
       

       (a) be accurate (where it states facts or statistics);
       (b) be genuinely held (where it states opinions); and
       (c) comply with the law applicable in England and Wales and in any country from which it is posted.

    5. A Contribution must not:
       

       (a) be defamatory of any person;
       (b) be obscene, offensive, hateful or inflammatory;
       (c) bully, insult, intimidate or humiliate;
       (d) promote sexually explicit material;
       (e) include child sexual abuse material;
       (f) promote violence;
       (g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
       (h) infringe any copyright, database right or trade mark of any other person;
       (i) be likely to deceive any person;
       (j) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
       (k) promote any illegal content or activity;
       (l) be in contempt of court;
       (m) be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
       (n) be likely to harass, upset, embarrass, alarm or annoy any other person;
       (o) impersonate any person or misrepresent your identity or affiliation with any person;
       (p) give the impression that the Contribution emanates from us, if this is not the case;
       (q) advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
       (r) contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
       (s) contain any advertising or promote any services or web links to other sites in association with those other sites, where you have not specifically labelled the circumstances of your relationship with those other sites (for example, where you receive any paid commission).

25. INFRINGING CONTENT
    1. If you are concerned that any content published on the Platform does not meet the Content Standards or the rules of the Acceptable Use Policy, or you believe that any content infringes your intellectual property rights, please contact us in writing to 1 Doughty Street, London, England, WC1N 2PH or by email at info@firstplanit.com with the following information:
       

       (a) your contact details (including full name, postal address, telephone contact number and email address);
       (b) a copy of or link to the URL where you found the material;
       (c) a statement containing as much detail as possible in relation to the material and why you believe it infringes your rights and/or does not comply with the Content Standards or Acceptable Use Policy; and
       (d) where you believe your rights have been infringed, proof that you are the holder of such rights or an authorised representative.
       

    2. Upon receipt of notification, the following procedure will take place:
       

       (a) We will aim to acknowledge receipt of your notification by email within two (2) working days and will make an initial assessment of the complaint.
       (b) Upon receipt of a valid complaint the material will be temporarily removed from the Platform, pending investigation.
       (c) We will contact the User who provided the material, if relevant. The User or Project Planner will be notified that the material is subject to a complaint, under what grounds and will be encouraged to address the complaints concerned.
       (d) We will try to resolve the issue swiftly and amicably to the satisfaction of all parties with the following possible outcomes:
       (i) the material will be reinstated onto the Platform unchanged;
       (ii) the material will be reinstated onto the Platform with changes; or
       (iii) the material will be permanently removed from the Platform.
       (e) We will notify you of the outcome of the investigation as soon as reasonably possible.

26. RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD
    1. When you upload or post content to the Platform, you grant the following rights to use that content:
       
       (a) where that content is public:
       (i) a worldwide, non-exclusive, royalty-free, transferable licence for us to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the Platform and across different media, including to promote the site or the service, forever; and
       (ii) a worldwide, non-exclusive, royalty-free, transferable licence for other users, Manufacturers, partners or advertisers to use the content in accordance with the functionality of the Platform forever;
       (b) where that content relates to a Project:
       (i) a worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify such content for the term of your Subscription for the purpose of providing the Services to you in accordance with the Project Planner Agreement.
27. HOW WE MAY USE YOUR PERSONAL INFORMATION
    1. In this clause 27, "Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the UK implementation of the General Data Protection Regulation ((EU) 2016/679) as implemented by the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and, to the extent that the General Data Protection Regulation ((EU) 2016/679) applies to the processing of any personal data, such legislation as in force from time to time.
    2. Firstplanit will comply with all Data Protection Legislation. This clause 27.2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
    3. Details of Firstplanit's approach to processing personal data can be found in our Privacy Policy.
    4. Firstplanit is the data controller in respect of any personal data that the Project Planner provides to Firstplanit when signing up to and using the Platform.
28. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM
    1. We do not guarantee that the Platform will be secure or free from bugs or viruses.
    2. You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software.
    3. You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
29. RULES ABOUT LINKING TO THE PLATFORM
    1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
    2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
    3. You must not establish a link to the Platform in any website that is not owned by you.
    4. The Platform must not be framed on any other site, nor may you create a link to any part of the Platform other than the home page.
    5. We reserve the right to withdraw linking permission without notice.
    6. The website in which you are linking must comply in all respects with the Content Standards set out in the Acceptable Use Policy.
    7. If you wish to link to or make any use of content on the Platform other than that set out above, please contact us at info@firstplanit.com.
30. CONFIDENTIALITY
    1. Confidential Information means all confidential information of the Project Planner relating to, the business, assets, affairs, customers, clients, suppliers or plans, intentions or market opportunities and the operations, processes, product information, know-how, designs, trade secrets or software of the Project Planner which is uploaded to the Platform during the Subscription.
    2. In relation to a Project, Firstplanit undertakes that it shall not at any time during the term of the Subscription or after termination or expiry of the Subscription, disclose to any person any confidential information concerning the business, affairs, customers, clients or companies of the Project Planner except as permitted by clause 30.2(a).
    3. Firstplanit may disclose the Project Planner's confidential information:
       
       (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Project Planner’s rights or carrying out its obligations under or in connection with the Project Planner Agreement. Firstplanit shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Project Planner's confidential information comply with this clause 30; and
       (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    4. Firstplanit shall not use the Project Planner's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Project Planner Agreement.
31. WHICH COUNTRY'S LAWS APPLY TO ANY DISPUTES?
    1. If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
    2. If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.