Plumm Health Limited (company number 11034943) (we and us) is
a company registered in England and Wales and our registered office is at 71-75 Shelton
Street, Covent Garden, London, England, WC2H 9JQ. Our VAT number is GB357340986.
We operate the website https://www.plummhealth.com/.
These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
You accept these Terms on behalf of your Organisation.
If you use any of the Services
on behalf of or in the course of a business or organisation, then by so doing you accept
these Terms on behalf of yourself personally and also on behalf of the legal entity that
operates that business (the “Organisation”). All references to “you” in these Terms refer
to you personally and also the Organisation. You hereby represent and warrant that you
have authority to agree to these Terms on behalf of the Organisation.
Your Organisation shall make sure that anyone who uses the Services complies with these Terms.
We may update these Terms.
Services. We will notify you via our website that these documents have been updated. If
know as and discontinue the use of the Services. If you continue to use the Services you
Placing an order and when the Contract is formed
We will need to agree key details for your order.
Before we are able to accept an order from you to buy the services specified in the order (Services) we will need to agree certain key details for the Services (Key Details). The Key Details will include the exact specification of the Services being ordered (Specification), the start date for the Services (Start Date), the number of users of the Services at the Start Date (User Numbers) and the charges for the Services (Charges). The Key Details may also include other information. We will tell you this at the time. The Key Details will form part of the Contract.
Providing Key Details in meetings, calls and correspondence.
Our sales process may involve us arranging meetings and calls with you to discuss your order and to confirm the Key Details. In this case, we will record the Key Details in writing and share those with you, for example by emailing them to you. If you do not agree with the information we send to you, you must let us know and must not use the Services.
The Key Details and these Terms will form the Contract.
Where we send the Key Details to you, those Key Details and these Terms will form the Contract. In the event of any conflicts between the Key Details and these Terms, the Key Details will take priority. The Contract will come into existence on the date that you confirm that you agree with the Key Details which we sent to you or from the date we start to provide the Services to you, or from the date that we start on preparatory work for the delivery of the Services (with your permission) whichever comes first (Commencement Date).
If we cannot accept your order.
If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
The Contract is the entire agreement between you and us in relation
to its subject matter. You acknowledge that you have not relied on any statement, promise
or representation or assurance or warranty that is not set out in the Contract.
Duration and Ending the Contract
Duration of Services.
We will provide the Services to you for the duration set out in the agreed Specification for the Services (the Initial Period).
When the Initial Period expires, the Services will automatically renew for further periods of 12 months (each such period being a Renewal Period) unless we or you give at least 30 days’ written notice to terminate the Services at the end of the Initial Period or any Renewal Period.
You can give notice to end the Services.
You can give us 30 days’ written notice to
terminate the Services at the end of the Initial Period or current Renewal Period (whichever
is relevant) or after such other period as may be agreed with Plumm in writing. You will
be charged for the Services, and will still be able to access the Services, up to the date
that the termination is effective.
Compliance with Specification.
Subject to our right to amend the Specification (see
clause 5.2) we will supply the Services to you in accordance with the agreed Specification
for the Services in all material respects.
Changes to Specification.
We reserve the right to amend the Specification of the
Services if required by any applicable statutory or regulatory requirement or if the
amendment will not materially affect the nature or quality of the Services.
Changes to/removal of content.
We reserve the right to change or remove any content
which is available in the Services at any time.
Reasonable care and skill.
We warrant to you that the Services will be provided using
reasonable care and skill and in compliance with all applicable laws.
It is your responsibility to ensure that:
the terms of your order and the Key Details are complete and accurate;
you cooperate with us in all matters relating to the Services;
you provide us with accurate and updated User Numbers during the Services;
you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
you only use the Services and materials as permitted by these Terms;
you comply with all applicable laws, including health and safety laws.
If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
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 Contract under clause 13 (Termination);
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
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.
In consideration of us providing the Services you must pay the Charges in accordance with this clause 7.
If you wish to change the scope of the Services after we accept your order, we will advise
whether that is possible and, if so, we will discuss amended pricing with you. If we both
agree on amended Charges, we shall agree the changes to the scope of the Services and
the Charges in writing.
If the User Numbers change, you notify us as soon as reasonably practical either via your
administrator access on our website or by contacting us in writing, including letting us
know the date(s) that the User Numbers changed. Each monthly payment shall be
calculated based on:
the current User Numbers (which you have communicated to us) at the date we take payment; and
a pro-rata calculation to correct for any retrospective increases in User Numbers prior to the date we take payment;
Where the Contract terminates at any time other than at the end of the Initial Period or a
Renewal Period, we shall invoice you for, and you shall pay, the Top Up Charge for each
completed Session in excess of the Session Entitlement at the time of termination. In this
Session means a session with a therapist.
Session Entitlementmeans the entitlement to a number of Sessions at any point
part way through the Initial Period or a Renewal Period, whichever is relevant (the
Period), calculated as follows: (A) the total number of Sessions purchased for the entire Period; divided by (B) the number of months in the Period; and multiplied by (C) the number of completed months since the start of the Period at the time of the calculation.
Top Up Charge means the amount per Session agreed in writing.
We reserve the right to increase the Charges on an annual basis with effect from the start
of each Renewal Period
Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
How to pay
Payment for the Services is in advance. We will take your first payment on the Start Date
(or as otherwise agreed in writing) and will take subsequent payments monthly in advance.
You must pay for the Services using the third party payment processor specified by us
from time to time or as otherwise agreed.
We shall each pay all amounts due under the Contract in full without any set-off,
counterclaim, deduction or withholding (other than any deduction or withholding of tax as
required by law).
Intellectual property rights
All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.
You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you. You promise that our use of the materials for the purpose of the Contract will not infringe the rights of any third party.
How we may use your personal information
We will use any personal information you provide to us to:
provide the Services;
process your payment for the Services; and
inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
We and you both agree to comply with all applicable data protection and privacy legislation in force from time to time in the UK and elsewhere which apply to the use of any personal data under the Contract (Data Protection Legislation). The terms controller, processor, data subject, personal data, personal data breach, processing, appropriate safeguards and appropriate technical and organisational measures are used in these Terms with the same meanings as they have in the UK retained version of the General Data Protection Regulation.
We and you both acknowledge that for the purpose of the Data Protection Legislation:
if you pass any Users’ personal data to us to enable us to create accounts for those Users, then you are the controller and we are the processor;
where those Users make use of the Services, we are the controller in relation to any personal data arising from their use of the Services;
for all other uses of the Services (including if you make use of the dashboard and administrative features of the Services), you are the controller and we are the processor.
You promise that you will ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer of all personal data to us for the duration and purposes of the Contract.
If we are acting as a processor and you are an Organisation who is the controller, we will:
process the personal data only on your documented written instructions unless we are required by law to otherwise process that personal data. Where we are relying on such law as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by such law unless the law prohibits us from notifying you;
ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
without prejudice to any other obligations of confidentiality, ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
not transfer any personal data outside of the United Kingdom unless you have given prior written consent and the following conditions are fulfilled:
we have provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies; and
we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify you without undue delay if we become aware of a personal data breach;
at your request, delete or return personal data to you on termination of the Contract unless required by law to store the personal data; and
we will notify you from time to time of any third party processors which we will use for the processing of personal data. If you reasonably object to the use of such third party, we will each enter into good faith discussions to come to a satisfactory resolution of the objection (which, in the absence of any other solutions may involve the termination of the Contract). We will enter into appropriate written agreements with any third party processors.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause 11.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
any indirect or consequential loss.
Subject to clause 11.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 24 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
This clause 11 will survive termination of the Contract.
We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 12.2.
We each may disclose the other's confidential information:
to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
Termination, consequences of termination and survival
Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
you fail to pay any amount due under the Contract on the due date for payment;
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;
you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
there is a change of ownership of the Organisation.
Consequences of termination
On termination of the Contract for any reason all licences granted under these Terms shall immediately terminate and you must immediately cease all use of the Services and any deliverables or materials provided by us and pay us any outstanding Charges.
Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
Survival. Any provision of the Contract 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.
Events outside our control
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
we will contact you as soon as reasonably possible to notify you; and
our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
Communications between us
When we refer to "in writing" in these Terms, this includes email.
Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
A notice or other communication is deemed to have been received:
if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
if sent by email, at 9.00 am the next working day after transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
Assignment and transfer
We may assign or transfer our rights and obligations under the Contract to another entity.
You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
Any variation of the Contract only has effect if it is in writing and signed by you
and us (or our respective authorised representatives).
If we do not insist that you perform any of your obligations under the Contract, or
if we do not enforce our rights against you, or if we delay in doing so, that will not mean
that we have waived our rights against you or that you do not have to comply with those
obligations. If we do waive any rights, we will only do so in writing, and that will not mean
that we will automatically waive any right related to any later default by you.
Each paragraph of these Terms operates separately. If any court or relevant
authority decides that any of them is unlawful or unenforceable, the remaining paragraphs
will remain in full force and effect.
Third party rights.
The Contract is between you and us. No other person has any rights
to enforce any of its terms.
Governing law and jurisdiction.
The Contract is governed by English law and we each
irrevocably agree to submit all disputes arising out of or in connection with the Contract to
the exclusive jurisdiction of the English courts.
These Terms of service were last updated on 17th December 2021.