Pluform.com is part of eCoachPro (eCp) and is located in Tilburg, Tivolistraat 50, 5017 HR Tilburg, the Netherlands registered in the Trade Register of the Chamber of Commerce under number: 17.215.063.
These are the Terms and Conditions of Pluform.com, hereinafter referred to as Pluform.
1.1 This document sets out the terms and conditions on which Pluform.com (we or us) is willing to license you to use our Pluform software application as described on this website (www.Pluform.com). By registering for the use of Pluform, you are agreeing to be bound by these terms and conditions of use.
2.0 – LICENCE
2.1 In consideration of the payment paid from you to us as set out in clause 3 below, we grant to you a personal, non-exclusive licence to use Pluform for the period covered by your payment of the licence fee (as set out in clause 3 below), commencing on, and including, the date on which you accept the terms and conditions of this licence by registering for Pluform.
(b) Organizations only have the right to use 1 free subscription
2.2 In relation to scope of use: (a) for the purposes of clause 2.1, use of Pluform shall be restricted to use of Pluform in object code form for the purpose of processing your data for your normal business purposes (which shall not include allowing the use of Pluform by, or for the benefit of, any person other than your employees).
(b) you may not use Pluform other than as specified in clause 2.2(a) without our prior written consent and you acknowledge that additional fees may be payable on any change of use approved by us.
(c) you may not make any copies or back-up copies of Pluform and shall ensure that none of your employees do so.
(d) For the avoidance of doubt, the provisions of clauses 2.2(c) and (d) do not apply to content created by you whilst using Pluform
(e) you have no right (and shall not permit any employee or third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, distribute, transmit, publish or make error corrections to Pluform in whole or in part.
(f) For the avoidance of doubt, the provisions of clauses 2.2(c) and (d) do not apply to content created by you whilst using Pluform.
2.3 In relation to assignment and sub-licensing: (a) you have no right to sub-license or to assign the benefit or burden of this licence in whole or in part, or to allow Pluform to become the subject of any charge, lien or encumbrance without our prior written consent.
(b) we may sub-license, assign, charge or otherwise transfer any of our rights or obligations under this licence, provided we give written notice to you of any sub-licence, assignment, charge or other transfer.
2.4 You shall permit us to inspect and have access to any premises, and to the computer equipment located there, at or on which Pluform is being kept or used, and any records kept pursuant to this licence, for the purposes of ensuring that you are complying with the terms of this licence, provided that we provide reasonable advance notice to you of such inspections, which shall take place at reasonable times.
3.1 On receipt by us of the Yearly Payment, this licence shall be extended until the date falling one calendar month after the date on which the Yearly Payment was taken (“Renewal Date”). Unless we have received prior notice of termination of this licence by you, we shall on the Renewal Date (automatically and without further notice to you) take a further Yearly Payment from you and your licence to use Pluform shall continue for a further calendar month. We shall continue to take Yearly Payments from you (automatically and without further notice to you) on the date of expiry of each monthly period unless and until we receive written notice of your termination of this licence.
3.3. If we have attempted and failed to take payment on 3 occasions (which need not be consecutive) your licence to use Pluform shall be suspended with immediate effect and without notice until such time as the outstanding payment is received. During the period of such suspension, you shall not be allowed access to Pluform.
4.0 ACCEPTABLE USE POLICY
4.1 You may use Pluform only for lawful purposes. You may not use Pluform or create or modify any content on Pluform:
(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 send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards in clause 4.2 below;
(e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(f) to knowingly transmit any data, send or upload 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. 4.2 The following content standards apply to any and all material which you create or modify (where the original content was created by you) on Pluform (“Contributions”):
4.2 Contributions must be accurate (where they state facts), be genuinely held (where they state opinions) and comply with applicable law in the NL and in any country from which they are posted.
(a) Contributions must not:
(i) contain any material which is defamatory of any person;
(ii) contain any material which is obscene, offensive, hateful or inflammatory;
(iii) promote sexually explicit material;
(iv) promote violence;
(v) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(vi) infringe any copyright, database right or trade mark of any other person;
(vii) be likely to deceive any person;
(viii) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(ix) promote any illegal activity;
(x) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
(xi) be likely to harass, upset, embarrass, alarm or annoy any other person;
(xii) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
(xiii) give the impression that they emanate from us, if this is not the case;
(xiv) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
4.3 You agree to indemnify us against all claims, damages, losses, costs or expenses (including reasonable professional fees) and any other liability which arises from your breach of this clause 4 and for your breach of any other clause of these terms and conditions.
5.1 The content that you create on Pluform is held on secure third party servers with a copy of all material on such server being backed up once a week onto a separate server at a different location to the main server. We have taken reasonable precautions to ensure that we are using a third party server that is secure but we cannot guarantee complete security and we accept no liability for any loss, destruction or misuse of your Contributions or liability for any other matter (including without limitation periods of any downtime or inaccessibility of Pluform) that is directly or indirectly caused by our third party server supplier.
5.2 You are responsible for the security of your password and other account information and we shall not in any circumstances be liable for any unauthorized use of your account. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including reasonable professional fees) and any other liability which arises from any unauthorized use of Pluform through your account.
6.0 LIMITS OF LIABILITY
6.1 We do not warrant that the use of Pluform will be uninterrupted or error-free.
6.2 You accept responsibility for the selection of Pluform to achieve its intended results.
6.3 We shall have no liability in any circumstances for any agreement, arrangement or relationship you have with a client notwithstanding the fact that you may use Pluform in the course of your coaching agreement, arrangement or relationship with such client.
6.4 All other conditions, warranties or other terms which might have effect between us or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
6.5 Except as expressly stated in clause 6.6: (a) our total liability, whether under this licence or any collateral contract, for loss of or damage to your tangible property caused by the negligence of us, our officers, employees, contractors or agents, shall not exceed the aggregate sum paid by you to us for the use of Pluform during the previous 6 month period;
(b) we shall have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even though we were aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss of data;
(c) our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the amount you have paid for the use of Pluform during the previous 6 month period; and
(d) you agree that, in entering into this licence, you did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence and that you shall have no remedy in respect of such representations and (in either case) we shall have no liability otherwise than pursuant to the express terms of this licence.
6.6 The exclusions in clause 6.5 shall apply to the fullest extent permissible at law, but we do not exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.
7.0 INTELLECTUAL PROPERTY RIGHTS
7.1 You acknowledge that all Intellectual Property Rights in Pluform belong to us, and you shall have no rights in or to Pluform other than the right to use it in accordance with the terms of this licence.
7.2 If you do not use Pluform in accordance with the terms of this agreement and as a direct result of this a third party brings a claim against us claiming that we are infringing their Intellectual Property Rights, you shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against us as a result of or in connection with any such infringement claim.
7.3 If a third party brings a claim against you claiming that you are infringing their Intellectual Property Rights by your use of Pluform, you must:
(a) notifying us in writing, as soon as reasonably practicable, of any such claim;
(b) not make any admission as to liability or compromise or agreeing to any settlement of any such claim without our prior written consent;
(c) give us the conduct of or the right to settle all negotiations and litigation arising from any such claim; and
(d) give us all reasonable assistance in connection with those negotiations and such litigation.
7.4 The Intellectual Property Rights in any Contributions made by you shall be owned by you but you shall, upon creation of such Contribution, grant us a worldwide, royalty free, assignable, perpetual, non-exclusive licence to use such Contributions for such purposes as storing this on our servers (or those of a third party supplier), moving such Contributions when necessary, verifying that such Contributions are not in breach of the terms of this licence and/or our acceptable use policy and any other purpose that we reasonably feel will enhance your use of Pluform.
8.1 Either of us may terminate this licence at any time on written notice to the other if the other:
(a) is in material or persistent breach of any of the terms of this licence and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
(b) is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
8.2 Without prejudice to clause 8.1, either of us may terminate this licence at any time on immediate written notice for any reason. If we terminate your use of Pluform for a reason other than those set out in clause 8.1, we shall refund to you a pro rata amount of your subscription fee but otherwise shall not be liable to you in any way. For the avoidance of doubt, if you choose to terminate this licence for a reason other than those set out in clause 8.1 above, we shall not be liable to refund to you any part of the licence fee that has been paid by you.
8.2 Termination by either party in accordance with the rights contained in this clause 8 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.
8.3 On termination for any reason:
(a) all rights granted to you under this licence shall cease;
(b) you shall cease all activities authorised by this licence; and
(c) you shall immediately pay to us any sums due to us under this licence.
8.4 You can cancel your account at any time by emailing us at support@Pluform.com, or by following this link
We must receive notification of your intent to cancel at least one (1) working day prior to your next payment date to prevent payment from being taken. Your cancellation will take effect from your next payment due date, and you will have full access to your Pluform up until this date. For example, if you notify us of your cancellation on 1st January 2015, and your payment is due on 1st January 2015, then your cancellation will take effect from your next payment date, which would be 1st February 2015.
9.0 FORCE MAJEURE
We shall not be liable for any delay or non-performance of our obligations under this licence arising from any cause beyond our control including, without limitation, any of the following: governmental act, war, fire, flood, explosion or civil commotion.
10.1 You shall, during the term of this licence and thereafter, keep confidential all (and shall not without our prior written consent disclose to any third party) any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to you from us, unless such information is public knowledge or subsequently becomes public knowledge other than by breach of this licence.
10.2 The provisions of this clause shall remain in full force and effect notwithstanding termination of this licence for any reason.
No forbearance or delay by either of us in enforcing our rights shall prejudice or restrict our rights, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of this licence is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
We may amend the terms and conditions of this licence at any time by posting revised terms and conditions on our website. Subject to this, any amendment, waiver or variation of this licence shall not be binding unless set out in writing, expressed to amend this licence and signed by or on behalf of each of us.
14.0 THIRD PARTY RIGHTS
No term of this licence is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this licence.
15.0 ENTIRE AGREEMENT
This licence, contains the whole agreement between us relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between us relating to that subject matter.
16.0 GOVERNING LAW AND JURISDICTION
This licence agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Dutch law and submitted to the non-exclusive jurisdiction of the Dutch courts.