PART I

GENERAL PROVISIONS

BASIS OF AGREEMENT

1.1 Where PlanMonth (as specified in the applicable ordering document) is supplied to Customer the terms of this Agreement shall govern access to and use of the said PlanMonth.

1.2 The following definitions apply to this Agreement:

"Additional User" means a User above the number of Users specified in the applicable ordering document.

"Affiliates" means entities controlling, controlled by or under common control with Supplier.

"Agreement" means (subject to clause 10.1.1) the terms and conditions set out in this document ("Terms and Conditions"); the applicable ordering document (together with any renewal thereof); and Special Conditions (if any) agreed between Supplier and Customer. In case of conflict between the documents comprising this Agreement, the documents comprising the Agreement shall prevail in the following order of precedence: 1. Order Form; 2. Special Conditions; 3. these Terms and Conditions.

"Charges" mean the fees payable by Customer for the licensing of the PlanMonth as specified in the applicable ordering document.

"Customer" means entity specified as the customer on the applicable ordering document.

"Competitor" shall mean a third party that is regularly engaged in the business of developing or marketing PlanMonth that performs the same or similar functions as one or more of the modules of the PlanMonth licensed hereunder by Customer.

"Control": an entity will be deemed to Control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

"Documentation" means the User Guide(s) published from time to time for the PlanMonth on www.planmonth.com.

"Free trial period" means the period from the Start Date to the Initial Expiry as specified in the applicable ordering document; where the Start Date for the PlanMonth has for any reason to be adjusted, Supplier may at its discretion either a) adjust the Free trial period to run from the revised Start Date or b) reduce it and invoice on a pro-rata basis for the reduced period.

"Renewal Period" means each successive 1-month period (or such other period as the parties may agree) following the expiry of the Free trial period.

"Special Conditions" means individually negotiated variations, amendments and/or additions to these Terms and Conditions or those of an ordering document and are deemed to be included in this Agreement.

"Start Date" in respect of each PlanMonth licensed means the later of (a) the date specified as the date on which access to the PlanMonth is intended to start and (b) the actual date on which access to that PlanMonth is given.

"Supplier" means the company owning the Planmonth, AOne Web Services.

"Term" in respect of each PlanMonth licensed comprises the Free trial period and any Renewal Period in relation to that.

"Trial Period" means a period during which Customer may trial the PlanMonth without charge (unless otherwise agreed), the length of which will be notified to Customer.

"Updates" mean any periodic PlanMonth releases, if any, for purposes of 1) providing minor enhancements and/or improvements, patches, fixes, or the like to the PlanMonth; or 2) resolving technological issues related to Customer's then-current Version of the PlanMonth.

"User" means personnel of Customer authorised by Supplier and Customer to use the PlanMonth as more particularly specified in the applicable ordering document.

"Version" means a new release of the PlanMonth (outside a point release) that includes a major revision, alteration, improvement, modification, or the like, to the current PlanMonth release.

2.PLANMONTH LICENCE

2.1 Grant

Supplier grants Customer a non-exclusive, non-transferable, limited licence to use for the number of Users at its licensed Site(s), the PlanMonth (both number of Users and licensed Site(s) are specified in the applicable ordering document), in object code only, in Customer's normal course of business (including the version initially licensed together with any Updates included in the subscription, but excluding any new PlanMonth feature or substantial additional functionality for which Supplier, in its sole discretion, generally charges customers of the PlanMonth additional charges). A "Site" means all personal computers, servers or minicomputers (including networked systems) with the same operating system platform at a single location or at different locations which are connected by a single networked system (i.e., any combination of two or more terminals that are electronically linked and capable of sharing the use of a single PlanMonth product). In addition, Users who work at or are assigned to the licensed Site may use the PlanMonth on personal computers or laptops located off-site.

2.2 Copying

Customer may make copies of the PlanMonth for backup purposes only. Each copy made by Customer must include the copyright/proprietary rights notice(s) embedded in and affixed to the PlanMonth. All other copying is prohibited.

2.3 Other Restrictions

Customer may not publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer PlanMonth or copies to third parties, nor reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the PlanMonth. Customer may not use PlanMonth, nor allow it to be used, to provide data management or processing services for third parties. Customer may not reproduce all or any portion of the PlanMonth (except as expressly permitted herein) or any accompanying Documentation, or modify, translate or otherwise create derivative works of the PlanMonth. Customer agrees to notify its employees and agents who may have access to PlanMonth of the restrictions contained herein and to ensure their compliance with these restrictions.

2.4 Other Licences

The PlanMonth may be used to access and use various Supplier products and services, ("Supplier Services"). All access to and use of such Supplier Services by means of the PlanMonth, including any charges for such access and use, will be governed by the terms applicable to the relevant Supplier Services.

2.5 Title

Customer hereby acknowledges and agrees that all right, title and interest in and to the PlanMonth, the Documentation and any other related materials are, and shall remain, vested solely in Supplier, its Affiliates and other PlanMonth owners, if any, and Customer shall not hold itself out as having any ownership or other rights with respect thereto, except as specifically granted hereunder. Except as expressly permitted herein, Customer agrees that it shall make no use of the PlanMonth, the Documentation or any other related materials without Supplier's prior written consent. Any and all goodwill associated with such rights shall inure directly and exclusively to the benefit of Supplier.

2.6 Trial Terms

Save for the provisions in respect of Charges, the terms of this Agreement shall apply to Customer during any Trial Period. This Agreement will terminate at the end of the Trial Period and Customer's licence and right to use the PlanMonth will cease at the end of the Trial Period unless a further Trial Period is agreed or where Customer subscribes to the PlanMonth from the expiry date of any such Trial Period.

5.CONFIDENTIAL INFORMATION

5.1 Supplier acknowledges that any documents, the contents thereof, or other proprietary or confidential materials expressly designated as confidential that are provided to Supplier by Customer during the Term of this Agreement ("Customer Confidential Information") are valuable assets of Customer. Supplier will take reasonable steps to ensure that the Customer Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Supplier will not permit any unaffiliated third-party access to, in any manner, the Customer Confidential Information, except as provided in this Agreement. Customer Confidential Information shall not include information that consists of ideas, concepts, know-how or techniques relating to the enhancement, customisation, installation or implementation of the PlanMonth.

5.2 Customer acknowledges and agrees that the PlanMonth constitutes a valuable proprietary product of Supplier and that the PlanMonth, together with the terms of this Agreement, shall be referred to as the "Supplier Confidential Information." Customer will take reasonable steps to ensure that the Supplier Confidential Information is not used or disclosed except as expressly permitted by this Agreement. Customer will not permit any third-party access to, in any manner, the Supplier Confidential Information, except as provided in this Agreement. Customer may permit its independent contractors' access to the Supplier Confidential Information to the extent necessary for such contractor's provision of services to Customer if such contractor executes a confidentiality agreement with Customer or Supplier which prohibits the contractor from using or disclosing the Supplier Confidential Information; provided, however, that such independent contractors may not include any Competitor.

6.CHARGES

6.1 The Charges payable by Customer for use of the PlanMonth will be as specified in the applicable ordering document and will cover the PlanMonth licence, maintenance, and support services as provided in clauses 11 and 12 of this Agreement.

Charges and modifications

6.2.1 Except in the event of early termination of this Agreement as permitted herein, Customer shall pay the Charges for the PlanMonth for the Free trial period and any Renewal Period (and Trial Period where so agreed) or as otherwise provided for by this clause 6.

6.2.2 Where Customer requests access to any PlanMonth for an Additional User, each Additional User will be charged for at the Additional User fee rate, pro-rated, for the remainder of the Free trial period or the then-current Renewal Period (as applicable), unless otherwise specified on the ordering document.

6.2.3 Each Additional User fee will be billed to Customer at the end of the month in which the said User was given access by Supplier.

6.2.4 The parties agree to enter into good faith negotiations regarding this Agreement (including the financial provisions) if either party deems there is a material change in Customer's organisational structure, including, but not limited to mergers, acquisitions, a significant increase in the number of relevant personnel at a site, divestitures or downsizing.

Notification of Proposed Charges for Renewal Period

6.2.5 Where Supplier wishes to make no increase in the Charges and/or Additional User fees ("Proposed Charges") for a Renewal Period then unless notice of termination is served by Customer in accordance with clause 9.2.3, then the Term shall be deemed to be extended for the Renewal Period.

6.2.6 Where Supplier wishes to modify the Charges for the Renewal Period ("Proposed Charges") in respect of any PlanMonth, Supplier will endeavour to issue Customer with a renewal notification specifying the Proposed Charges for each relevant PlanMonth ("Renewal Notification") not less than 1 calendar month before the end of the Free trial period (or Renewal Period, if applicable).

6.2.7 Customer is deemed to agree to extend the Agreement for the Renewal Period and to pay the Proposed Charges for each relevant PlanMonth for the Renewal Period, either:

(a) on the expiry of the "Objection Deadline" (being 1 calendar month after the date of the Renewal Notification, unless Supplier has prior to that date received notice in writing that Customer does not accept the Proposed Charges); or

(b) after bona fide discussions as provided for by clause 6.2.9, have resulted in agreement on the Proposed Charges;

whichever is the later, and thereafter these Proposed Charges shall not amount to a Detrimental Amendment for the purposes of clause 9.2.1 hereof.

6.2.8 Where, on expiry of the Free trial period or Renewal Period (as applicable), the Objection Deadline has not elapsed, Supplier shall have the option to continue supplying each relevant PlanMonth on the terms of this Agreement until the Objection Deadline elapses and shall be entitled to invoice Customer for Charges incurred at the existing rates. On expiry of the Objection Deadline, unless clause 6.2.9 applies, Supplier shall be entitled to invoice for the additional amounts due in respect of the period between the start of the Renewal Period and the expiry of the Objection Deadline.

6.2.9 Where, on expiry of the Objection Deadline, the Proposed Charges are under active bona fide discussion between the parties, Supplier shall:

(a) whilst, in Supplier's reasonable opinion, such discussions are proceeding without undue delay, continue supplying each relevant PlanMonth on the terms of this Agreement during that period and to bill Customer for Charges incurred at the existing rates;

(b) be entitled, once agreement has been reached on Proposed Charges, to invoice for the additional amounts due in respect of the period between the start of the Renewal Period and such agreement being reached; and

(c) in the event that such agreement is not reached within a reasonable period, at Supplier's sole discretion have the right to require and Customer shall cease all use of the PlanMonth, uninstall the PlanMonth and confirm by email to Supplier on support@planmonth.com that the said PlanMonth has been uninstalled.

Billing and Payment

6.2.10 All Charges are exclusive of applicable sales, use, value added, personal property and other taxes, which are additionally payable by Customer.

6.2.11 All Telecoms charges incurred in using any PlanMonth are the responsibility of Customer.

6.2.12 Customer will pay any undisputed invoice rendered by Supplier in full within 30 days of invoice date.

6.2.13 If full payment is not made by the due date, except to the extent that any part non-payment relates to a bona fides disputed invoice, without prejudice to any rights or remedies otherwise available, Supplier reserves (a) the right to charge interest on the outstanding balance of all overdue sums at the rate of 3% per annum above the current base rate at Barclays Bank or the maximum interest rate permitted by law, whichever is the greater and (b) the right to require and Customer shall cease all use of the PlanMonth, uninstall the PlanMonth and confirm by email to Supplier on support@planmonth.com that the said PlanMonth has been uninstalled.

7.DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1 Warranties

7.1.1 Except as specifically provided in this Agreement, the PlanMonth is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays. Customer agrees that outputs from the PlanMonth will not, under any circumstances, be considered legal or professional advice and are not meant to replace the experience and sound professional judgment of professional advisors in full knowledge of the circumstances and details of any matter on which advice is sought.

7.1.2 Supplier warrants to Customer that it holds itself the necessary rights to grant the rights specified in this Agreement and that it has authority to enter into this Agreement with Customer.

7.1.3 Some systems/PlanMonth may not be capable of supporting the PlanMonth and Customer acknowledges (a) that it has made appropriate investigations into the necessary systems/PlanMonth required to support Customer's use of the relevant PlanMonth and (b) that performance of that PlanMonth may vary with equipment and telecommunications links with which it is used.

7.2 Exclusion of liability

7.2.1 Neither Supplier, its Affiliates nor any licensors of the foregoing make any warranty that access to any PlanMonth will be uninterrupted, secure, complete or error free.

7.2.2 Other than in respect of the warranty given in Clause 7.1.2 and 8.1 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the PlanMonth.

7.2.3 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the PlanMonth.

7.2.4 Without prejudice to the generality of clauses 7.2.1 to 7.2.3, in no event shall Supplier, its Affiliates and/or the licensors of the foregoing be liable to Customer for any claim(s) relating in any way to:

(a) Customer's inability or failure to perform legal or other research related work or to perform such legal or other research or related work properly or completely, even if assisted by Supplier, its Affiliates and/or licensors of the foregoing or any decision made or action taken by Customer in reliance on the PlanMonth; or

(b) any lost profits (whether direct or indirect) or any consequential, exemplary, incidental, indirect or special damages relating in whole or in part to Customers' rights under this Agreement or use of or inability to use the PlanMonth even if Suppliers, its Affiliates and/or licensors of the foregoing have been advised of the possibility of such damages.

7.2.5 Other than in respect of the warranty given in Clause 7.1.2 and 8.1 Supplier will have no liability whatsoever for any liability of Customer to any third party which might arise.

7.2.6 Customer shall accept sole responsibility for and Supplier shall not be liable for the use of the PlanMonth by Customer, or any User and Customer shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.

7.2.7 Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.

7.3 Limitation of Liability

7.3.1 Other than in respect of the warranty given in Clause 7.1.2 and 8.1, Customer's exclusive remedy and Supplier's, (its Affiliates' and/or licensors of the foregoing entire liability under this Agreement if any, for any claim(s) for damages relating to the PlanMonth made against them individually or jointly whether based in contract or negligence shall be limited to the aggregate amount of the Charges paid by Customer relative to the specific aspect of the PlanMonth which is the basis of the claim(s) during the 12 month period preceding the event giving rise to such claim.

7.3.2 None of the terms of this Agreement shall operate to:

(a) exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier or its Affiliates or the appointed agents or employees of Supplier or its Affiliates whilst acting in the course of their employment; or

(b) affect statutory rights where this Agreement is entered into as a consumer transaction.

7.3.3 Except for claims relating to non-payment of the Charges or improper use of the PlanMonth, no claim regardless of form which in any way arises out of this Agreement may be made, nor action based upon such claim brought, by either party to this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.

7.4 Failures Not Caused by Supplier

Supplier will not be responsible to the extent that the PlanMonth fails to perform due to one or more of the following: (1) the malfunction of PlanMonth not provided by Supplier (2) the malfunction of hardware, (3) Customer's negligence or fault, (4) Customer's failure to follow the instructions set forth in the Documentation, (5) material changes in the operating environment not authorised by Supplier, (6) modifications to or changes in the PlanMonth not made or suggested by Supplier or (7) Customer's failure to implement and maintain a proper and adequate backup and recovery system for the PlanMonth and associated files. If Supplier discovers that a failure is caused by one of the above, Supplier reserves the right to charge Customer for its work in investigating such failure. At Customer's request and at a fee to be agreed upon, Supplier will thereafter assist Customer in resolving such failure. It is Customer's responsibility to develop and implement a proper and adequate backup and recovery system.

7.5 Exclusive Remedies

The remedies in clauses 7 (Disclaimer of Warranties and Limitation of Liability), 8 (Infringement Claims), 9 (Term and Termination), 11.4 (Remedies) and 12.3 (Remedies) are Customer's exclusive remedies and are in lieu of all other legal or equitable remedies and all liabilities or obligations on the part of Supplier for damages (except for death and personal injury) arising out of, relating to, or in connection with this Agreement, including, but not limited to, the licensing, delivery, installation, use or performance of the PlanMonth or the integration of the PlanMonth with other PlanMonth or hardware.

8.INFRINGEMENT CLAIMS

8.1 Supplier warrants to Customer that no PlanMonth to which Customer has subscribed, nor its features infringe any industrial or intellectual property rights of any third party.

8.2 Customer shall promptly inform Supplier if Customer becomes aware of:

(a) any unauthorised use of the PlanMonth;

(b) any actual, threatened, or suspected infringement of any intellectual property of Supplier, its Affiliates and/or licensors of the foregoing in the PlanMonth which comes to Customer's notice; and

(c) any claim by any third party coming to its notice that the PlanMonth infringes the intellectual property or other rights of any other person.

8.3 Customer shall at the request and expense of Supplier do all such things as may be reasonably required to assist Supplier in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of Supplier, its Affiliates and/or licensors of the foregoing in the PlanMonth.

8.4 In the event a claim of infringement is made against Supplier or Customer with respect to the PlanMonth, Supplier, for the purpose of settling such claim, may, at its option, in respect of such allegedly infringing PlanMonth:

(i) substitute fully equivalent non-infringing PlanMonth; or

(ii) modify the PlanMonth so that it no longer infringes but remains functionally equivalent.

If, as a result of such claim, Customer or Supplier is permanently enjoined from using the PlanMonth by a final, non-appealable decree from a court of competent jurisdiction, Supplier will take one or both of the actions set forth in (i) and (ii) above or will obtain for Customer at Supplier's expense the right to continue to use the PlanMonth.

8.5 Supplier's obligations to Customer pursuant to this clause 8 is contingent upon Supplier being given prompt notice and control of, and detailed information with regard to, any such claim, suit or proceeding. Customer shall have the right to participate at its own cost in the defence of any such claim or action through legal counsel of its choosing. Customer shall not settle any such claim or action without Supplier's prior written consent.

8.6 This clause 8 contains Supplier's entire obligation and the exclusive remedies of Customer with regard to any claimed infringement arising out of or based upon the PlanMonth used by Customer.

9.TERM AND TERMINATION

9.1 This Agreement will, once approved by Supplier, commence on the Start Date and shall continue for the Free trial period and shall then renew for successive Renewal Periods until the end of the final Renewal Period unless earlier termination takes place in accordance with the provisions set out in clause 9.2.

9.2 This Agreement may be terminated by:

9.2.1 Customer on written notice to Supplier after receiving notice of an amendment (as permitted under this Agreement) which is materially detrimental to Customer ("Detrimental Amendment"), which for the avoidance of doubt includes an increase in Charges and/or substantial loss of content or functionality in the PlanMonth to Customer's detriment and for which no reasonable substitute is provided), which notice shall not take effect until the date on which such amendment or increase comes into effect; or

9.2.2 either party on written notice to the other if:

(a) the other commits a material breach of this Agreement, provided that where the breach is capable of being remedied then the defaulting party shall have failed to remedy the same within 30 days of receiving notice specifying the breach and requiring its remedy; or

(b) the other is adjudicated bankrupt, enters into liquidation or any arrangement or composition with or assignment for the benefit of its creditors or if a trustee or a receiver or administrator or administrative receiver or receiver and manager is appointed against the whole or any part of its assets or business; or

9.2.3 either party on receipt of written notice by the other of not less than 30 days prior to, but not taking effect until, the expiry of the Free trial period or current Renewal Period; or

9.2.4 Supplier, with immediate effect, if any organisation, which Supplier acting reasonably determines to be a Competitor of Supplier acquires Control of Customer.

9.3 If at any time Supplier for any reason decides to cease general provision of the PlanMonth, Supplier may, on providing not less than ninety (90) days' written notice to Customer, cease to provide any further Maintenance Services (see clause 11).

9.4 Upon termination for whatsoever reason, if Customer has pre-paid any Charges in respect of PlanMonth being terminated or cancelled Supplier's sole liability to Customer in respect of such termination shall be to refund the pre-paid Charges in respect of that PlanMonth for the period following termination to the end of the Term. No such refund shall be required in event of termination for Customer's breach of this Agreement.

9.5 Expiry or termination of this Agreement shall be without prejudice to the accrued rights and obligations of the parties.

10.GENERAL PROVISIONS

10.1 Effect of Agreement

This Agreement (including any applicable ordering document) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Furthermore, this Agreement supersedes the terms and conditions of any clickthrough agreement associated with the PlanMonth. Such Special Conditions as are agreed between Supplier and Customer shall apply, subject to clauses 10.1.1 and 10.1.2 for the Term.

10.1.1 Except as otherwise provided in this Agreement, Supplier may amend the terms and conditions of this Agreement ("Amended Terms") by giving Customer at least 15 days prior written or online notice. Unless Customer is notified to the contrary by Supplier, such Amended Terms shall only apply after the expiry of any Free trial period, or after the expiry of the current Renewal Period as the case may be.

10.1.2 Where agreed Special Conditions are affected by Amended Terms, the parties shall enter into good faith negotiations and agree amendments to the Special Conditions to reflect the parties intentions. Where agreement cannot be reached, such Amended Terms may amount to a Detrimental Amendment and clause 9.2.1 may apply.

10.1.3 Any other amendment must be in writing and signed by both parties.

10.2 Force Majeure

Supplier shall not be liable for any delay or failure in performing hereunder if caused by factors beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, failure of telecommunications or Internet services, industrial or labour dispute, inability to obtain necessary supplies and the like.

10.3 Notices

Except as otherwise provided, all notices and correspondence must be given in writing to Supplier at: Online Business Administration, Cheriton House, PO Boc 2000, Andover SP10 9AH or support@planmonth.com or such other addresses as may from time to time be notified to Customer in writing; and to Customer at the address set out in the applicable ordering document unless otherwise notified to Supplier in writing.

10.4 Governing Law and Assignment

This Agreement and all matters arising out of it shall, unless otherwise specified on the applicable ordering document or by Supplier in writing, in all respects be governed by the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English courts. However nothing in this clause shall exclude or limit applicable mandatory local law relating to Customer. Supplier may, upon written notice to Customer, assign or transfer this Agreement or any rights and obligations hereunder either to an Affiliate or to a third party successor to all or substantially all of the business, stock or assets of Supplier's legal information business, in each case, without the prior consent of Customer. Supplier may without the prior written consent of Customer and without notice assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this Agreement to any third party, provided that in the case of sub-contracting, Supplier shall remain responsible for the performance by its sub-contractors of such obligations under the Agreement. Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Customer without Supplier's prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

10.5 Export Laws

Customer agrees to comply with all relevant export laws and regulations of the United States and other countries (collectively, "Export Laws") to ensure that no PlanMonth or any portion of it is exported, directly or indirectly, in violation of Export Laws, and that no access to the specified services is given by Customer to any embargoed country or their nationals, or any other embargoed/denied persons listed from time to time by the United States or other counties. Supplier will not be liable for default or delay caused by Supplier's efforts to comply with Export Laws. If Export Laws change after signature of this Agreement and such changes materially inhibit or prohibit Supplier from performing its obligations under this Agreement, Supplier will not be liable for their non-performance and either or both Supplier and Customer will have the right to terminate this Agreement with respect to the applicable PlanMonth.

10.6. Survival

Clauses 5 (Confidential Information), 7 (Disclaimer of Warranties and Limitation of Liability), and 10 (General Provisions) shall survive any termination or expiry of this Agreement.

11. MAINTENANCE TERMS

11.1 Maintenance Support Services

Maintenance Support Services consist of the following:

11.1.1 Updates. Supplier may provide Updates to and/or new Versions for the PlanMonth to Customer which shall be included in the Charges. Customer will be responsible for installing any such Updates and/or new Versions. However, Supplier will provide technical support for only the most current Version and the immediately preceding Version of the PlanMonth.

11.1.2 Telephone Support. Supplier will provide telephone support for purposes of handling Customer questions relating to the operation of the PlanMonth. Telephone support is provided by Supplier's Customer Training and Support Team see PlanMonth for contact details.

11.2 Supplier's Obligations

11.2.1 Supplier's obligations hereunder will extend only to (a) the Updates and Versions of the PlanMonth provided to Customer by Supplier; and (b) PlanMonth that has not been modified or altered in any way by anyone other than Supplier.

11.2.2 Maintenance Services will not include services for the items for which Supplier is not responsible set forth in clause 7.4 of this Agreement.

11.3 Customer Obligations.

11.3.1 Cooperation. Customer shall ensure that Supplier's personnel are provided with such information under Customer's control as is reasonably necessary to enable Supplier to comply with its obligations hereunder.

11.3.2 Updates and New Versions. In the event that Supplier determines that any of Customer's reported maintenance problems cannot be resolved due to Customer's failure to install Updates or procure new Versions of the PlanMonth, Customer will be given a reasonable opportunity to install such Updates or procure a new Version. If, after such opportunity, Customer fails or otherwise refuses to install such Updates or procure such new Version, Supplier shall be relieved of its obligations under this clause 11.

11.4 Remedies

Customer's sole remedy for Supplier's material breach of its obligations under this clause 11 will be to have Supplier re-perform the defective services so that they conform to the specifications provided herein.

12. INSTALLATION AND TRAINING SERVICES.

12.1 Installation of the PlanMonth

Installation of all hardware and supporting PlanMonth so that minimum configuration requirements for installation of the PlanMonth are met is the responsibility of Customer and installation of the PlanMonth shall also be the responsibility of Customer.

12.2 Training

Training is offered via a range of methods including webex, face to face and telephone sessions. Customer should contact Supplier to arrange mutually agreeable methods, dates and times.

12.3 Remedies

Customer's sole remedy for Supplier's material breach of its obligations under this clause 12 will be to have Supplier re-perform the defective services so that they conform to the specifications provided herein.

PART II

SPECIAL PROVISIONS FOR SPECIFIC PLANMONTH

Prevail as between Part II and Part I: Certain PlanMonth is licensed subject to the provisions of Part II of this Agreement below which augment and/or take precedence over the provisions of Part I in relation to that PlanMonth and only to the extent of any conflict or ambiguity.

13. Status Check

The following clauses apply to Status Check PlanMonth only:

13.1 Subject to clause 13.2 below, upon expiry or termination of this Agreement (whether for a Trial or paid subscription), Customer's licence and right to use the Status Check PlanMonth or any part thereof shall end immediately and Customer must uninstall the PlanMonth and confirm by email to Supplier on support@planmonth.com that the said PlanMonth has been uninstalled.

13.2 Where Customer subscribes to the PlanMonth from the expiry date of any Trial Period, subject to the execution of a new Order Form, Customer shall not be required to uninstall the PlanMonth as set out in clause 13.1 above.

PlanMonth is committed to protecting your privacy. This Privacy Policy explains how information about you or associated with you ("personal information") is collected, used and disclosed by PlanMonth and its affiliates. This Privacy Policy applies to our website and our mobile apps for iPhone, Windows or Android mobile devices (collectively, "our Service"). By accessing or using our Service, you signify that you have read, understood and agree to our collection, storage, use and disclosure of your personal information as described in this Privacy Policy and Terms of Service.

"You" or "Your" means a user of the Service, which could refer to an individual, an employer, an employee associated with an employer account, or any other authorized user of the Service.

Information you provide to us

We collect information about you when you input it into the Services or otherwise provide it directly to us.

• Account and Profile Information:
  We collect information about you when you register for an account, create or modify your profile, set preferences, sign-up for or make purchases through the Services. For example, you provide your contact information and, in some cases, billing information when you register for the Services. We keep track of your preferences when you select settings within the Services.
• Content you provide through the Platform:
  The Services include the PlanMonth web and mobile products you use, where we collect and store content that you post, send, receive and share. This content includes any information about you that you may choose to include. Content also includes the files and links you upload to the Services. Examples of content we collect and store include files you upload to the document section or user profile.
• Content you provide through our websites:
  The Services also include our websites owned or operated by us. We collect other content that you submit to these websites, which include social media or social networking websites operated by us. For example, you provide content to us when you provide feedback or when you participate in any interactive features, surveys, contests, promotions, sweepstakes, activities or events.
• Information you provide through our support channels:
  The Services also include customer support, where you may choose to submit information regarding a problem you are experiencing with a Services. Whether you designate yourself as a technical contact, open a support ticket, speak to one of our representatives directly or otherwise engage with our support team, you will be asked to provide contact information, a summary of the problem you are experiencing, and any other documentation, screenshots or information that would be helpful in resolving the issue.
• Payment Information:
  We collect certain payment and billing information when you register for certain paid Services. For example, we ask you to designate a billing representative, including name and contact information, upon registration. You might also provide payment information, such as payment card details, which we collect via secure payment processing services.

Information we collect automatically when you use the Services

We collect information about you when you use our Services, including browsing our websites and taking certain actions within the Services.

• Your use of the Services:
  We keep track of certain information about you when you visit and interact with any of our Services. This information includes the features you use; pages you visit and other links you click on; the type, size and filenames of attachments you upload to the Services; interactions you make in the Services; and how you interact with others on the Services. We also collect information about the teams and people you work with and how you interact with them, like who you collaborate with and communicate with most frequently.
• Device and Connection Information:
  We collect information about your computer, phone, tablet, or other devices you use to access the Services. This device information includes your connection type and settings when you install, access, update or use our Services. We also collect information through your device about your operating system, browser type, IP address, URLs of referring/exit pages, device identifiers, and crash data. We use your IP address and/or country preference in order to approximate your location to provide you with a better Services experience. How much of this information we collect depends on the type and settings of the device you use to access the Services.
• Cookies and Other Tracking Technologies:
  STL and our third-party partners, such as our advertising and analytics partners, use cookies and other tracking technologies (e.g., web beacons, device identifiers and pixels) to provide functionality and to recognize you across different Services and devices. For more information, please see our Cookies Policy, which includes information on how to control or opt-out of these cookies and tracking technologies.

Information we receive from other sources

We receive information about you from other Services users, from third-party services, and from our business and channel partners.

Other users of the Services: Other users of our Services may provide information about you when they submit content through the Services. For example, you may be mentioned by someone else on a shift, or a team member may upload content about you to your profile. We also receive your email address from other Service users when they provide it in order to invite you to the Services. Similarly, an administrator may provide your contact information when they designate you as another administrator for the Platform.

How we use the information we collect

How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.

To provide the Services and personalize your experience:
We use information about you to provide the Services to you, including to process transactions with you, authenticate you when you log in, provide customer support, and operate and maintain the Services. For example, we use the name and email you provide in your account to identify you to other Service users. Our Services also include tailored features that personalize your experience, enhance your productivity, and improve your ability to collaborate effectively with others by automatically analyzing the activities of your team to provide search results, activity feeds, notifications, connections and recommendations that are most relevant for you and your team. We may use your email domain to infer your affiliation with a particular organization or industry to personalize the content and experience you receive on our websites. Where you use PlanMonth, we may combine information about you and your activities to provide an integrated experience, such as to allow you to find information from one Service while searching from another or to present the relevant product information as you travel across our websites.

For research and development:
We are always looking for ways to make our Services smarter, faster, secure, integrated and useful to you. We use collective learnings about how people use our Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns and areas for integration and improvement of the Services. We also test and analyze certain new features with some users before rolling the feature out to all users.

To communicate with you about the Services:
We use your contact information to send transactional communications via email and within the Services, including confirming your purchases, reminding you of subscription expirations, responding to your comments, questions and requests, providing customer support, and sending you technical notices, updates, security alerts, and administrative messages. Depending on your settings, we send you to email notifications when you or others interact on the Services, for example, when you are assigned to the shift or your shift has changed. These communications are part of the Services and in most cases, you cannot opt-out of them. If an opt-out is available, you will find that option within the communication itself or in your account settings.

To market, promote, and drive engagement with the Services:
We use your contact information and information about how you use the Services to send promotional communications that may be of specific interest to you. We also communicate with you about new product offers, promotions and contests. You can control whether you receive these communications as described below under "Opt-out of communications."

Customer support:
We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services. Where you give us permission to do so, we share your information with employees of PlanMonth for the purpose of responding to support-related requests.

For safety and security:
We use information about you and your Service use to verify accounts and activity, to monitor suspicious or fraudulent activity and to identify violations of Service policies.

To protect our legitimate business interests and legal rights:
Where required by law or where we believe it is necessary to protect our legal rights, interests and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.

With your consent:
We use information about you where you have given us consent to do so for a specific purpose not listed above. For example, we may publish testimonials or featured customer stories to promote the Services, with your permission.

Legal bases for processing (for EEA users):
If you are an individual in the European Economic Area (EEA), we collect and process information about you only where we have legal bases for doing so under applicable EU laws. The legal bases depend on the Services you use and how you use them.

This means we collect and use your information only where:

• We need it to provide you with the Services, including to operate the Services, provide customer support and personalized features and to protect the safety and security of the Services;
• It satisfies a legitimate interest (which is not overridden by your data protection interests), such as for research and development, to market and promote the Services and to protect our legal rights and interests;
• You give us consent to do so for a specific purpose; or
• We need to process your data to comply with a legal obligation.

If you have consented to our use of information about you for a specific purpose, you have the right to change your mind at any time, but this will not affect any processing that has already taken place. Where we are using your information because we or a third party (e.g. your employer) have a legitimate interest to do so, you have the right to object to that use though, in some cases, this may mean no longer using the Services.

How we share information we collect

We make collaboration tools, and we want them to work well for you. This means sharing information through the Services and with certain third parties. We share information we collect about you in the ways discussed below, including in connection with possible business transfers, but we are not in the business of selling information about you to advertisers or other third parties.

Sharing with other Service users

When you use the Services, we share certain information about you with other Service users.

• For collaboration:
  You can create content, which may contain information about you, and grant permission to others to see, share, edit, copy and download that content based on settings you or your administrator (if applicable) select. Some of the collaboration features of the Services display some or all of your profile information to other Service Users when you share or interact with specific content. For example, when you leave a note on a shift, we display your profile picture and name next to your note so that other users with access to the shift information understand who made the note. Similarly, when you join a team, your name, profile picture and contact information and will be displayed in a list for other team members so they can find and interact with you.
• Managed accounts and administrators:
  If you register or access the Services using an email address with a domain that is owned by your employer or organization, or associate that email address with your existing account and such organization wishes to establish a PlanMonth account, certain information about you including your name, profile picture, contact info, content, and account use may become accessible to that organization’s administrator and other PlanMonth users, as permitted by your administrator. If you are the administrator of a Location, Department or business account within the Services, we may share your contact information with current or past Service users, for the purpose of facilitating Service-related requests.
• Community Forums:
  We offer privately accessible groups like PlanMonth Insight Facebook group. You should be aware that any information you provide in these groups – including profile information associated with the account you use to post the information – may be read, collected, and used by any member of the groups. Your posts and certain profile information may remain even after you terminate your account. We urge you to consider the sensitivity of any information you input into these Services. To request removal of your information from private and publicly accessible groups operated by us, please contact us as provided below. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.

Sharing with third parties

We share information with third parties that help us operate, provide, improve, integrate, customize, support and market our Services.

• Service Providers:
  We work with third-party service providers to provide website and application development, hosting, maintenance, backup, storage, virtual infrastructure, payment processing, analysis and other services for us, which may require them to access or use information about you. If a service provider needs to access information about you to perform services on our behalf, they do so under instruction from us, including abiding by policies and procedures designed to protect your information.
• PlanMonth Partners:
  We work with third parties who provide consulting, sales, support and technical services to deliver and implement customer solutions around the Services. We may share your information with these third parties in connection with their services, such as to assist with billing and collections, to provide localized support, and to provide customizations. We may also share information with these third parties where you have agreed to that sharing, like when you agree to us sharing your information with an STL support agent for support-related questions.
• Links to Third-Party Sites:
  The Services may include links that direct you to other websites or services whose privacy practices may differ from ours. Your use of and any information you submit to any of those third-party sites is governed by their privacy policies, not this one.
• Third-Party Widgets:
  Some of our Services contain widgets and social media features, such as the Twitter "tweet" button. These widgets and features collect your IP address, which page you are visiting on the Services, and may set a cookie to enable the feature to function properly. Widgets and social media features are either hosted by a third party or hosted directly on our Services. Your interactions with these features are governed by the privacy policy of the company providing it.
• With your consent:
  We share information about you with third parties when you give us consent to do so. For example, we often display personal testimonials of satisfied customers on our public websites. With your consent, we may post your name alongside the testimonial.
• Compliance with Enforcement Requests and Applicable Laws; Enforcement of Our Rights:
  In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements, (b) enforce our agreements, policies and terms of service, (c) protect the security or integrity of our products and services, (d) protect PlanMonth, our customers or the public from harm or illegal activities, or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person. For more information on how we respond to government requests, see our Guidelines for Law Enforcement and our Transparency Report.

Sharing with affiliated companies

We share information we collect with affiliated companies and, in some cases, with prospective affiliates. Affiliated companies are companies owned or operated by PlanMonth. The protections of this privacy policy apply to the information we share in these circumstances.

PlanMonth Branches: We share information we have about you with branches of PlanMonth in order to operate and improve products and services.

Business transfers: We may share or transfer information we collect under this privacy policy in connection with any merger, sale of company assets, financing, or acquisition of all or a portion of the STL to another company. You will be notified via email and/or a prominent notice on the Services if a transaction takes place, as well as any choices you may have regarding your information.

How we store and secure the information we collect

Since its inception, PlanMonth’s core network has been powered by a number of services provided by Amazon Web Services (AWS), hosted in multiple availability zones within the EU regions. We also enforce HTTPS for all connections to our web servers and operate strict firewall policies on our core infrastructure, limiting access to various areas of our network.

All data stored is encrypted at rest using the industry-standard AES-256 algorithm. This protects against information leaking through physical access to the storage devices.

Read the full description of PlanMonth’s security practices here – Link of privacy

How long we keep information

How long we keep information we collect about you depends on the type of information, as described in further detail below. After such time, we will either delete or anonymize your information or, if this is not possible (for example, because the information has been stored in backup archives), then we will securely store your information and isolate it from any further use until deletion is possible.

• Account information:
  We retain your account information until you delete your account. We also retain some of your information as necessary to comply with our legal obligations, to resolve disputes, to enforce our agreements, to support business operations and to continue to develop and improve our Services. Where we retain information for Service improvement and development, we take steps to eliminate information that directly identifies you, and we only use the information to uncover collective insights about the use of our Services, not to specifically analyze personal characteristics about you.
• Information you share on the Services:
  If your account is deactivated or disabled, some of your information and the content you have provided will remain in order to allow your team members or other users to make full use of the Services. For example, we continue to display notes and content you provided to shifts, locations or other user profiles.
• Managed accounts:
  If the Services are made available to you through an organization (e.g., your employer), we retain your information as long as required by the administrator of your account. For more information, see "Managed accounts and administrators" above.
• Marketing information:
  If you have elected to receive marketing emails from us, we retain information about your marketing preferences unless you specifically ask us to delete such information. We retain information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created.

How to access and control your information

You have certain choices available to you when it comes to your information. Below is a summary of those choices, how to exercise them and any limitations. We will respond to requests about this within a reasonable timeframe.

Your Rights and Choices

You have the right to request a copy of your information, to object to our use of your information (including for marketing purposes), to request the deletion or restriction of your information, or to request your information in a structured, electronic format. Below, we describe the tools and processes for making these requests. You can exercise some of the choices by logging into the Services and using settings available within the Services or your account. Where the Services are administered for you by an administrator (see "Notice to End Users" below), you may need to contact your administrator to assist with your requests first. For all other requests, you may contact us as provided in the Contact Us section below to request assistance.

• Your request and choices may be limited in certain cases:
  for example, if fulfilling your request would reveal information about another person, or if you ask to delete information which we or your administrator are permitted by law or have compelling legitimate interests to keep. If you have unresolved concerns, you may have the right to complain to a data protection authority in the country where you live, where you work or where you feel your rights were infringed.
• Access and update your information:
  Our Services and related documentation give you the ability to access and update certain information about you from within the Service. You can update your profile information within your profile settings and modify content that contains information about you using the editing tools associated with that content.
• Deactivate access to Staff Portal:
  An administrator of the Platform can deactivate your access to the Platform. You cannot deactivate your own access, please contact your administrator. If you are an administrator and are unable to deactivate an account through your administrator settings, please contact PlanMonth support. Please be aware that deactivating access to the Platform does not delete your information from the Platform; your information remains visible to other Service users based on your past participation within the Services. For more information on how to delete your information, see below.
• Delete your information:
  Our Services and related documentation give you the ability to delete certain information about you from within the Service. For example, you can remove content that contains information about you using the keyword search and editing tools associated with that content and you can remove certain profile information within your profile settings. Please note, however, that we may need to retain certain information for record-keeping purposes, to complete transactions or to comply with our legal obligations.
• Request that we stop using your information:
  In some cases, you may ask us to stop accessing, storing, using and otherwise processing your information where you believe we don’t have the appropriate rights to do so. For example, if you believe a Services account was created for you without your permission or you are no longer an active user, you can request that we delete your account as provided in this policy. Where you gave us consent to use your information for a limited purpose, you can contact us to withdraw that consent, but this will not affect any processing that has already taken place at the time. You can also opt-out of our use of your information for marketing purposes by contacting us, as provided below. When you make such requests, we may need time to investigate and facilitate your request. If there is a delay or dispute as to whether we have the right to continue using your information, we will restrict any further use of your information until the request is honored or the dispute is resolved, provided your administrator does not object (where applicable).
• Opt-out of communications:
  You may opt-out of receiving promotional communications from us by using the unsubscribe link within each email, updating your email preferences within your Service account settings menu, or by contacting us as provided below to have your contact information removed from our promotional email list or registration database. Even after you opt-out from receiving promotional messages from us, you will continue to receive transactional messages from us regarding our Services. You can opt-out of some notification messages in your account settings. Please note, you will continue to receive generic ads.
• Turn off Cookie Controls:
  Relevant browser-based cookie controls are described in our Cookies Policy.
• Send "Do Not Track" Signals:
  Some browsers have incorporated "Do Not Track" (DNT) features that can send a signal to the websites you visit indicating you do not wish to be tracked. Because there is not yet a common understanding of how to interpret the DNT signal, our Services do not currently respond to browser DNT signals. You can use the range of other tools we provide to control data collection and use, including the ability to opt-out of receiving marketing from us as described above.

How we transfer information we collect internationally

International transfers of information we collect

We collect information globally and primarily store that information in the United Kingdom. We transfer, process and store your information outside of your country of residence, to wherever we, PlanMonth or our third-party service providers operate for the purpose of providing you with the Services. Whenever we transfer your information, we take steps to protect it.

• International transfers within PlanMonth:
  To facilitate our global operations, we transfer information to the United Kingdom and allow access to that information from countries in which PlanMonth and its affiliates have operations for the purposes described in this policy. These countries may not have equivalent privacy and data protection laws to the laws of many of the countries where our customers and users are based. When we share information about you within and among PlanMonth affiliates, we make use of standard contractual data protection clauses, which have been approved by the European Commission, and we rely on the EU-U.S. and Swiss-U.S. Privacy Shield Framework to safeguard the transfer of information we collect from the European Economic Area and Switzerland. Please see our Privacy Shield notice below for more information or contact us as provided below.
• International transfers to third parties:
  Some of the third parties described in this privacy policy, which provide services to us under contract, are based in other countries that may not have equivalent privacy and data protection laws to the country in which you reside. When we share information of customers in the European Economic Area or Switzerland, we make use of the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, European Commission-approved standard contractual data protection clauses, binding corporate rules for transfers to data processors, or other appropriate legal mechanisms to safeguard the transfer. Please see our Privacy Shield Notice below.

Privacy Shield Notice

PlanMonth participate in and comply with the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and the Privacy Shield Principles regarding the collection, use, and retention of information about you that is transferred from the European Union or Switzerland (as applicable) to the U.S. We ensure that the Privacy Shield Principles apply to all information about you that is subject to this privacy policy and is received from the European Union, the European Economic Area, and Switzerland.

Under the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks, we are responsible for the processing of information about you we receive from the EU and Switzerland and onward transfers to a third party acting as an agent on our behalf. We comply with the Privacy Shield Principles for such onward transfers and remain liable in accordance with the Privacy Shield Principles if third-party agents that we engage to process such information about you on our behalf do so in a manner inconsistent with the Privacy Shield Principles unless we prove that we are not responsible for the event giving rise to the damage.

Other important privacy information

Notice to End Users

Our products are intended for official use by organizations. Where the Services are made available to you through an organization (e.g. your employer), that organization is the administrator of the Services and is responsible for the end-users and/or Service sites over which it has control. If this is the case, please direct your data privacy questions to your administrator, as your use of the Services is subject to that organization’s policies. We are not responsible for the privacy or security practices of an administrator’s organization, which may be different than this policy.

Even if the Services are not currently administered to you by an organization, if you are a member of a team administered by an organization, or if you use an email address provided by an organization (such as your work email address) to access the Services, then the administrator of that team or the owner of the domain associated with your organizational email address (e.g. your employer) may assert administrative control over your account and use of the Services at a later date. You will be notified if this happens.

The Platform administrators are able to restrict your access to and privileges. In some cases, enterprise administrators can also:

• require you to reset your account password;
• restrict, suspend or terminate your access to the Services or your account;
• control your ability to edit, restrict, modify or delete account information;
• change your account information, including profile information or the email address associated with your account;
• access information in and about your account; and
• access or retain information stored as part of your account.

If you do not want an administrator to be able to assert control over your account or use of the Services, you should deactivate your account with the relevant location, department or remove any email addresses containing a domain owned or controlled by the administrator entirely from your account. Once an administrator asserts control over your account or use of the Services, you may no longer be able to withdraw membership or change the email address associated with your account without administrator approval.

Please contact your organization or refer to your administrator’s organizational policies for more information.

Our policy towards children

The Services are not directed to individuals under 16. We do not knowingly collect personal information from children under 16. If we become aware that a child under 16 has provided us with personal information, we will take steps to delete such information. If you become aware that a child has provided us with personal information, please contact our support services.

Changes to our Privacy Policy

We may change this privacy policy from time to time. We will post any privacy policy changes on this page and, if the changes are significant, we will provide more prominent notice by adding a notice on the Services homepages, login screens, or by sending you an email notification. We will also keep prior versions of this Privacy Policy in an archive for your review. We encourage you to review our privacy policy whenever you use the Services to stay informed about our information practices and the ways you can help protect your privacy.

If you disagree with any changes to this privacy policy, you will need to stop using the Services and deactivate your account(s), as outlined above.