Terms of Service

01This agreement

By creating an account, starting a trial or using the platform, you agree to these terms. If you are agreeing on behalf of a company or other organisation, you confirm you have authority to bind it, and “you” means that organisation.

These terms incorporate our Privacy Policy, our Data Processing Agreement and our Cookie Policy. Where a signed order form or master agreement exists between us, that document takes precedence over these terms to the extent of any conflict.

02Definitions

• —Platform — the Plenix software, applications, agents, APIs and documentation we make available to you.
• —Tenant — your isolated instance of the Platform, reached at your own subdomain.
• —Customer Data — all data you or your Users submit to, or generate in, the Platform.
• —User — an individual you authorise to access your Tenant.
• —Subscription — your paid plan, its term, and any add-on modules.
• —Plan — the tier of service you select, as described on our pricing page.

03Your account

Accounts are created by us when you subscribe, or by your own administrators. You are responsible for everything done under your Tenant, including by your Users.

• —Keep credentials confidential and do not share logins between individuals.
• —Enable multi-factor authentication. We provide it on every plan; not using it is your risk.
• —Tell us at security@plenix.cloud as soon as you suspect unauthorised access.
• —Keep your administrator and billing contact details current — we rely on them for service and security notices.

04Free trial

We offer a 30-day free trial on every plan, without a card. During the trial the Platform is provided as is, with no availability commitment and no warranty of any kind, and we may change or withdraw trial access at any time.

At the end of the trial your Subscription only begins if you choose to subscribe. We do not convert trials into paid subscriptions automatically. If you do not subscribe, your Tenant and its data are deleted in line with section 18.

05Subscription and renewal

• —Subscriptions run for the term you select — monthly or annual — starting on the day we activate your Tenant.
• —They renew automatically for successive terms of the same length unless cancelled before the current term ends.
• —Cancel at any time from your billing settings, or by writing to support@plenix.cloud. Cancellation takes effect at the end of the term you have paid for; you keep access until then.
• —You may upgrade at any time — the change is immediate and we charge the difference pro rata.
• —Downgrades and seat reductions take effect at the next renewal, not immediately. Reducing your Plan may put features and data you rely on out of reach; check before you do it.

Some modules are licensed separately as add-ons, and some are labelled Beta or In Development. Beta modules are provided without warranty or availability commitment and may change substantially or be withdrawn.

06Fees, tax and late payment

• —Fees are those shown on our pricing page or in your order form, in pounds sterling unless agreed otherwise.
• —Fees are exclusive of VAT and any other applicable tax, which we add at the prevailing rate.
• —Subscription fees are payable in advance and, except where these terms or the law say otherwise, are non-refundable. We do not refund partial terms on cancellation.
• —We may change our prices for a renewal term on at least 30 days’ written notice before that term begins. If you do not accept the change, cancel before renewal.
• —Invoices are due within 14 days unless stated otherwise. On late payment we may charge statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend under section 16.

07Acceptable use

You must not, and must not permit anyone else to:

• —Use the Platform unlawfully, or to store or transmit unlawful, infringing or malicious material.
• —Attempt to access another tenant’s data, or probe, scan or test the security of the Platform without our prior written consent.
• —Reverse engineer, decompile or attempt to derive source code, except to the extent this restriction cannot lawfully be excluded.
• —Resell, sublicense or provide the Platform as a service to third parties, unless your agreement expressly permits it.
• —Use the Platform to send unsolicited marketing in breach of PECR, the EU ePrivacy rules or equivalent law.
• —Circumvent usage limits, rate limits or licensing controls, or share a single User login between people.
• —Use remote access, monitoring or scripting features against devices or systems you are not authorised to administer.
• —Interfere with the integrity or performance of the Platform, or with any other customer’s use of it.

08Your responsibilities

• —You are the controller of the personal data in your Tenant. You must have a lawful basis for holding it, and must inform the people it concerns.
• —You are responsible for the accuracy and legality of Customer Data, and for the decisions you take using the Platform.
• —You must configure roles and permissions appropriately for your organisation. Defaults are a starting point, not a policy.
• —You must ensure your Users comply with these terms.
• —Where Plenix produces payroll, tax, accounting or compliance output, you remain responsible for reviewing it and for your filings. We provide tooling, not professional advice.

09Your data and ours

Customer Data belongs to you. We claim no ownership of it. You grant us a licence to host, copy, transmit, process and display it strictly to the extent needed to provide the Platform, support you and meet our legal obligations.

• —We process Customer Data as your processor, under our Data Processing Agreement, which is incorporated into these terms.
• —We do not sell Customer Data, and we do not use it to train machine-learning models.
• —You may export your data at any time while your Subscription is active, through the Platform and the API.
• —We may compile aggregated, anonymised statistics about how the Platform is used, and may use those to operate and improve the service. They contain nothing that identifies you, your Users or your clients.

10Intellectual property

The Platform, and all intellectual property in it, remains ours or our licensors’. These terms grant you a non-exclusive, non-transferable right to use the Platform for your own internal business purposes during your Subscription. Nothing else is granted by implication.

If you send us feedback or suggestions, we may use them without obligation or payment. You keep any rights you already hold in them.

11Availability and support

We aim for high availability and publish live status at status.plenix.cloud. Where your order form or a service level agreement sets a specific uptime commitment and remedy, that document governs; in the absence of one, no specific uptime figure is contractually guaranteed by these terms.

• —We carry out planned maintenance, and give advance notice of anything expected to be disruptive.
• —Emergency maintenance — particularly security patching — may occur without notice.
• —Support is provided by email at support@plenix.cloud during UK business hours, unless your agreement provides otherwise.
• —Availability excludes outages caused by your systems, your network, your configuration, or a third-party service you have connected.

12Confidentiality

Each party may receive information from the other that is confidential. Each will keep the other’s confidential information secret, use it only for this agreement, and disclose it only to those who need it and are under equivalent obligations. This does not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law — in which case the disclosing party will give notice where it lawfully can. These obligations continue for three years after termination, and indefinitely for anything that is a trade secret.

13Warranties and disclaimers

We warrant that we will provide the Platform with reasonable skill and care, and that it will perform materially as described in our documentation. If it does not, tell us and we will use reasonable efforts to correct it — that is your primary remedy.

Beyond that, and to the fullest extent the law allows, the Platform is provided as is. We exclude all other warranties, conditions and terms implied by statute or common law, including satisfactory quality, fitness for a particular purpose and non-infringement. We do not warrant that the Platform will be uninterrupted, error-free, or that it will meet requirements we have not agreed in writing.

14Liability

What is never excluded

Nothing in this agreement limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

What we are not liable for

Subject to the above, neither party is liable to the other for loss of profit, revenue, business, anticipated savings, goodwill or reputation, or for any indirect or consequential loss, however arising.

Cap on liability

Subject to the above, each party’s total liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited in aggregate to the total fees paid or payable by you in the 12 months immediately before the event giving rise to the claim.

Your obligation to pay fees due, and the indemnities in section 15, are not subject to that cap.

Backups

We take encrypted backups and test restoration. Even so, you are responsible for keeping your own exports of anything you cannot afford to lose. Our liability for loss or corruption of Customer Data is limited to using reasonable efforts to restore it from our most recent backup.

15Indemnities

We will defend you against a third-party claim that your permitted use of the Platform infringes their intellectual property rights, and will pay the damages finally awarded or agreed in settlement — provided you tell us promptly, let us control the defence and give us reasonable cooperation. If such a claim is made, we may modify the Platform, obtain a licence, or terminate the affected Subscription and refund fees paid for the unexpired term. This does not apply to claims arising from Customer Data, from your use in breach of these terms, or from combination with anything we did not supply.

You will indemnify us against claims, losses and costs arising from Customer Data, from your or your Users’ breach of section 7, or from your failure to hold the lawful basis or authority you are responsible for under section 8.

16Suspension

We may suspend access, in whole or in part, where:

• —Fees are more than 14 days overdue and remain unpaid after written reminder.
• —Use presents a genuine security risk to the Platform or to other customers.
• —Use is unlawful, or breaches section 7.
• —We are required to suspend by law.

We will give notice and, other than where the risk is immediate, an opportunity to put the problem right first. Suspension is limited to what is necessary, and we restore access as soon as the cause is resolved. Suspension does not relieve you of the obligation to pay.

17Term and termination

This agreement runs for as long as you hold a Subscription. Either party may terminate:

• —For material breach that is not remedied within 30 days of written notice.
• —Immediately, if the other becomes insolvent, enters administration or ceases to trade.

We may terminate for convenience on 90 days’ written notice, refunding fees paid for any unexpired term. On termination your right to use the Platform ends, and fees accrued up to that date remain payable. Sections on data, intellectual property, confidentiality, liability, indemnities and governing law survive.

18What happens to your data

• —For 30 days after termination we retain your Customer Data so you can export it. You can request an export in a structured, machine-readable format during this window.
• —After 30 days we delete it permanently. It ages out of encrypted backups within a further 35 days.
• —Deletion is irreversible. We cannot recover a tenant once this has run.
• —We retain only what we must for legal reasons — principally billing and accounting records — as set out in the Privacy Policy.

19Changes

We improve the Platform continuously, and may change features. We will not materially reduce the core functionality of your Plan during a term you have already paid for.

We may change these terms on 30 days’ notice by email or in-app, and the revision date at the top will change. If a change materially disadvantages you and you object in writing before it takes effect, you may terminate and we will refund fees for the unexpired term. Continuing to use the Platform after that date means you accept the change.

20General

• —Force majeure — neither party is liable for delay or failure caused by events beyond its reasonable control, provided it mitigates and keeps the other informed.
• —Assignment — you may not assign without our written consent, not unreasonably withheld. We may assign to a successor of our business on notice.
• —Subcontracting — we may use sub-processors as set out in the DPA, and remain responsible for their performance.
• —Notices — to us at legal@plenix.cloud; to you at the administrator and billing addresses on your account.
• —Entire agreement — these terms and the documents they incorporate are the whole agreement, replacing anything said or written before. Neither party relies on any statement not set out here. Nothing here limits liability for fraudulent misrepresentation.
• —Severance — if any provision is unenforceable, it is modified to the minimum extent necessary, or severed, and the rest stands.
• —Waiver — a failure to enforce a right is not a waiver of it.
• —Third parties — no one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999.
• —Relationship — nothing creates a partnership, joint venture or employment relationship.

21Governing law and jurisdiction

This agreement, and any dispute arising out of it or its subject matter, is governed by the law of England & Wales. The courts of England & Wales have exclusive jurisdiction. Before starting proceedings, each party will escalate the dispute to senior representatives and attempt in good faith to resolve it for 30 days — which does not prevent either party from seeking urgent injunctive relief.

Questions about these terms: legal@plenix.cloud.