Terms of Service

In addition to definitions set out elsewhere in this Agreement, the following terms have the following meanings:

“Admin User” means any individual authorized by you to use the Service, to whom you (or we at your request) have supplied access credentials, and who has permissions to administer your account within the Service in addition to using all other features of the Service applicable to your Subscription.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” means direct or indirect ownership or control of more than 50% of the voting interests of that entity.

“AI Features” means features or functionality enabled by artificial intelligence technology, including large language models or machine learning, that we make available as part of the Service.

“Anonymous Data” means personal data that has been processed so that it can no longer be attributed to an identified or identifiable natural person and cannot be re-identified.

“Authorized User” means any Admin User or Paid User.

“Beta Service” means features, technologies and services that are not generally available to our customers, as updated from time to time.

“Custom Integration” means any custom integration created by us, pursuant to Professional Services purchased by you, to enable interoperability between the Service and systems owned or operated by you, including Third-Party Tools.

“Customer Data” means information, data and other content, in any form or medium, that is collected, uploaded or otherwise received, directly or indirectly, by us or our Affiliates from you or an Authorized User by or through the Service, including plans, records, policies and protocols that you or your Authorized Users provide to the Service. Customer Data does not include any information reflecting the access or use of the Service by or on behalf of you or any Authorized User.

“De-Identified Data” means information that cannot reasonably identify, relate to, describe, be associated or linked with, or be reasonably used to infer information about an identifiable natural person.

“Documentation” means the online documentation and feature descriptions for the Service made available to you through our website, or that we otherwise make available to you, together with any then-current documentation provided for any Custom Integrations.

“API” means the application programming interface provided by us and any related resources or documentation we make available, as updated from time to time.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and trojan horses.

“Order Form” means an online confirmation page or an ordering document specifying a Subscription to the Service or Professional Services, or both, to be provided under this Agreement. Order Forms may include online requests by you for access to the Service for a particular number of Users, along with any accepted quotes, purchase orders, scopes of work or signed order forms, in each case referencing this Agreement and without any terms added by you.

“Our Materials” means the Service, Software, Documentation and API (subject to your rights in Customer Connectors), including any modifications, improvements, derivatives or enhancements to any of the foregoing, our Systems, and all other information, data, documents, materials, works, content, methods, processes, software and other technologies and inventions that are provided, developed or used by us or any Subcontractor in connection with the Service, including any information derived from our monitoring of your or any Authorized User's access to or use of the Service, but not including Customer Data.

“Our Systems” means the information technology infrastructure used by or on behalf of us in providing the Service, including all computers, software, hardware, databases, electronic systems and networks, whether operated directly by us or using third-party services.

“Paid User” means an individual, other than an Admin User, authorized by you to use the Service, to whom you (or we at your request) have supplied access credentials, and who has permissions to use features of the Service applicable to your Subscription, subject to any limitations in the applicable Order Form.

“Personal Data” has the meaning given in the UK GDPR and the Data Protection Act 2018.

“Privacy Policy” means our privacy policy, as updated from time to time, available at factoryplan.app/privacy or such other URL as we may provide.

“Professional Services” means any Custom Integrations, implementation services or other professional services specified in an Order Form.

“Purchased Service” means the Service you purchase under an Order Form specifying a paid Subscription, as distinguished from a free trial or a free Subscription.

“Sensitive Personal Data” means National Insurance numbers, passport or driving license numbers, financial account, credit or debit card numbers, health or medical information, and any special category personal data as defined in the UK GDPR (such as data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, health, sex life or sexual orientation), or other information that may expose, or pose a risk of harm to, an individual if improperly disclosed or used.

“Service” means the cloud-based production planning and reporting software that we make available online and, where applicable, through one or more applications, including any changes or updates, as described in the applicable Order Form.

“Software” means any Custom Integrations, any software included as part of the API, and any application software that we provide or otherwise make available to you or your Authorized Users.

“Subcontractor” means a third party we engage to perform our obligations under this Agreement.

“Subscription” means access to the Service as requested by you on a per User basis as specified in the applicable Order Form.

“Subscription Term” means the period during which Authorized Users are permitted to use the Service as set out in the applicable Order Form, together with any renewals under Section 12.2.

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Service that are not proprietary to us.

“Third-Party Tools” means third-party products, services or software that are not owned, controlled, provided or operated by us.

“User” means an Admin User or Paid User.

If you register for a free trial Subscription to the Service, subject to this Agreement, we will make the Service available to you on a trial basis, free of charge, until the earlier of (a) the end of the free trial period or (b) the start date of any paid Subscription ordered by you. Additional trial terms may appear on the trial registration page and are incorporated by reference.

Your Customer Data and any customizations made during your free trial may be permanently lost or deleted at the end of the free trial period unless you purchase a Subscription before the trial ends.

3.1 Provision of the Service. We will use commercially reasonable efforts to make the Service available to you and your Authorized Users under this Agreement and the applicable Order Form. The Service may be unavailable during planned downtime, which we will schedule where practicable during low-usage hours.

3.2 Access and use. We grant you a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.3), worldwide right to access and use, and to permit Authorized Users to access and use, the Service solely for your internal business operations in accordance with this Agreement.

3.3 Software license. We grant you a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.3) license to use any Software we provide in connection with the Service, in object code only, solely for your internal business operations. Any application Software may be installed only on devices owned or controlled by you or the applicable Authorized User.

3.4 API license. If included in your Subscription plan, and subject to this Agreement including payment of all applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to use the API to create and maintain your own connectors (“Customer Connectors”) to enable interoperability between the Service and your own systems or Third-Party Tools.

3.5 Documentation license. We grant you a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.3) license to use, and permit Authorized Users to use, the Documentation solely for your internal business purposes.

3.6 Changes to the Service. We reserve the right, in our discretion, to make changes to the Service, Software, API and Documentation at any time that we consider necessary or useful to maintain or enhance the quality, delivery, competitiveness, cost efficiency or performance of the Service, or to comply with applicable law.

3.7 Beta Service. We may invite you to try a Beta Service at no charge, which you may accept or decline. Beta Service is provided for evaluation only, is not part of the Service, is not supported, and may be subject to additional terms. We may discontinue any Beta Service at any time and may never make it generally available.

3.8 Suspension or termination of access. We may suspend, terminate or otherwise deny your, any Authorized User's or any other person's access to all or part of the Service, without incurring any resulting liability, if (a) we receive a judicial or other governmental demand, order or lawful request requiring us to do so, or (b) we reasonably and in good faith believe that (i) you or any Authorized User has failed to comply with this Agreement, including payment obligations, or has accessed or used the Service beyond the scope of the rights granted, (ii) you or any Authorized User is or is likely to be involved in fraudulent, misleading or unlawful activities in connection with the Service, or (iii) this Agreement expires or is terminated. This Section does not limit our other rights or remedies.

3.9 Support. Each Subscription includes customer support services at the support levels applicable to the Subscription in accordance with our then-current support schedule.

3.10 Professional Services. If you purchase Professional Services specified in an Order Form, we will provide them as set out in that Order Form. We will use commercially reasonable efforts to complete Professional Services within any timelines agreed in writing, and in any event within one year from the effective date of the Order Form, provided that all timelines are estimates and depend on your performance of your obligations. We will have no liability for deficiencies resulting from any act or omission by you or your personnel. Except as otherwise agreed in writing, fees for Professional Services are non-refundable.

3.11 Subcontractors. We may engage Subcontractors to perform our obligations under this Agreement, but we remain responsible for their performance.

3.12 Third-Party Tools. The Service may offer integrations with, or the ability to connect to, certain Third-Party Tools. Your use of Third-Party Tools is subject to the applicable terms for those tools, which are solely between you and the relevant provider.

3.13 AI Features. The Service may include AI Features that enable Authorized Users to submit Customer Data (including prompts or queries) as inputs (“AI Inputs”) and receive outputs (“AI Outputs”). Any AI Output you elect to use with the Service (“Customer Verified Output”) is deemed to be Customer Data. You acknowledge that any AI Output may be substantially identical to output generated for other customers, and your rights to such Customer Data will not preclude the rights of any other customer to such output.

4.1 Subscriptions. Unless otherwise provided in the Order Form, (a) access to the Service is acquired with a Subscription with fees payable on a per User basis, (b) Subscriptions have a monthly or annual Subscription Term, (c) plans may be upgraded mid-term with the upgraded fee pro-rated, and (d) access for all Authorized Users terminates on the same date as the Subscription Term.

4.2 Increases and decreases. The number of Users may be increased during the Subscription Term by an Admin User submitting an Order Form specifying the higher number, with fees pro-rated. The number of Users may be decreased by submitting an Order Form specifying a lower number, with changes taking effect at the end of the then-current Subscription Term.

4.3 Usage limits. The Service is subject to usage limits, including any quantities or limits specified in the applicable Order Form (for example, the number of Users, permissions, records, or the length of report history provided by the Service).

4.4 Your responsibilities. You will (a) be responsible for your Authorized Users' compliance with this Agreement and for all activities occurring through their use of the Service, Software or API, (b) be responsible for the accuracy, quality and legality of Customer Data, (c) use reasonable efforts to prevent unauthorized access to or use of the Service, Software and API and notify us promptly of any such access or use, (d) use the Service, Software and API only in accordance with this Agreement and applicable laws and regulations, and (e) respond to questions and complaints from Authorized Users or third parties relating to your use of the Service and use reasonable efforts to resolve support issues before escalating them to us.

4.5 Usage restrictions. You will not, and will not permit any third party (including any Authorized User) to, (a) make the Service, Software or API available to, or use it for the benefit of, anyone other than you, (b) sell, resell, license, sublicense, distribute, rent or lease the Service, Software or API, or include it in a service bureau or outsourcing offering, (c) use the Service, Software or API to store or transmit infringing, defamatory or otherwise unlawful or tortious material, or material in violation of third-party privacy or intellectual property rights, (d) store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service, Software or API or third-party data contained in it, (f) attempt to gain unauthorized access to the Service or its related systems or networks, (g) permit access or use that circumvents a contractual usage limit, (h) copy the Service, Software or API or any of their parts, features, functions or user interfaces, (i) frame or mirror any part of the Service other than on your own intranets for your own internal business purposes, (j) access the Service, Software or API to build a competitive product or service, (k) reverse engineer the Service, Software or API (except to the extent this restriction is prohibited by law), (l) remove any proprietary notices from Our Materials, (m) access the Service, Software or API to monitor their availability, performance or functionality, or for benchmarking or competitive purposes, or (n) use the AI Features or any AI Output to develop, train or improve any machine learning or other artificial intelligence models, represent any AI Output as reviewed or approved by us, represent any AI Output as an original or wholly human-generated work, or use the AI Features for purposes or with effects that are discriminatory, harassing, harmful or unethical. Neither you nor your Authorized Users will upload or make available to us any Sensitive Personal Data in connection with your use of the Service, Software or API. We will not be responsible for your or your Authorized Users' actions while using the Service, Software or API in a manner for which they were not intended, including the processing or storing of any Sensitive Personal Data or personal data other than an Authorized User's name, business address, business email and business phone number.

4.6 Our rights to use Customer Data. Subject to your ownership rights in Customer Data under Section 7.2, you grant us and our Affiliates the right to use Customer Data, in compliance with applicable law, to (a) provide the Service and Professional Services, (b) prevent or address service, support or technical problems, and (c) as set out in Section 7.2 or as required by law. Where Customer Data contains Personal Data, as between you and us, you are the controller and we are the processor as defined in the UK GDPR. You represent and warrant that, with respect to any Customer Data (including Personal Data) provided in connection with the Service, (a) you comply with all applicable data protection laws, and (b) you have made all disclosures to, and obtained all permissions from, each relevant data subject as necessary to provide such data through the Service. Personal Data does not include Anonymous Data or De-Identified Data. Where we process Personal Data on your behalf, the parties will comply with our data processing terms, available on request, to the extent applicable.

4.7 Customer administration. You may designate one or more Admin Users to administer and manage your account, including the right to invite Paid Users and assign permissions and access rights. Depending on the permissions granted, a Paid User may invite or enable other Paid Users, view Customer Data connected to your account, and use messaging and other features within the Service. You are solely responsible and liable for your Admin Users' administration and management of your account, including inviting and granting access to Paid Users.

5.1 Protection of Customer Data. We maintain industry-standard administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Customer Data, including measures to prevent unauthorized access, use, modification or disclosure of Customer Data by our personnel.

5.2 Self-service access to Customer Data. We will provide your Admin Users with the ability to download Customer Data from the Service, subject to any usage limits applicable to your Subscription.

5.3 Your control and responsibility. You retain sole responsibility for (a) all Customer Data, including its content and use, (b) all information, instructions and materials provided by or on behalf of you or any Authorized User, (c) your own information technology infrastructure (“Customer Systems”), (d) the security and use of your and your Authorized Users' access credentials, and (e) all access to and use of the Service by or through the Customer Systems or your or your Authorized Users' access credentials, with or without your knowledge or consent, including all results, conclusions, decisions and actions based on such access or use.

6.1 Fees. For any paid Subscription, Professional Service or other Service you purchase, you will pay all fees specified in the applicable Order Form. Except as otherwise specified, (a) fees are based on the Subscription purchased and the total number of permitted Users rather than actual usage, and (b) payment obligations are non-cancelable and fees paid are non-refundable.

6.2 Invoicing and payment. You will provide us with valid and up-to-date payment card details or a valid purchase order or alternative document reasonably acceptable to us. If you provide payment card details, you authorize us to charge that card for all Purchased Services and Professional Services listed in the Order Form for the initial and any renewal Subscription Term, and you will keep the card details current and valid. Charges are made in advance, either annually or in accordance with any different billing frequency stated in the Order Form. If the Order Form specifies payment by another method, we will invoice you in advance. Unless otherwise stated, invoiced charges are due within 30 days of the invoice date. You are responsible for providing complete and accurate billing and contact information.

6.3 Overdue charges. If any undisputed invoiced amount is not received by the due date, then without limiting our rights or remedies, (a) we may charge interest at 1.5% of the outstanding balance per month, or the maximum rate permitted by law (which may include statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998), whichever is lower, (b) we may condition future renewals and Order Forms on shorter payment terms, and (c) we may require you to pay any reasonable collection or legal costs we incur to collect payment of the overdue amount.

6.4 Payment disputes. If you dispute any invoiced amounts, you will promptly notify us with supporting documentation within 30 days of receiving the invoice, and the parties will cooperate diligently to resolve the dispute in good faith. We will not exercise our rights under Section 6.3 or Section 3.8 (where those rights arise solely from your failure to pay) if you are disputing the charges reasonably and in good faith and are cooperating diligently, provided you pay any undisputed amounts on time.

6.5 Taxes. Our fees are exclusive of any taxes, levies or duties of any nature, including APPLICABLE SALES TAXES and any withholding taxes (“Taxes”). You are responsible for paying all Taxes associated with your purchases, other than taxes assessable against us based on our income, property or employees. If we have a legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide a valid exemption certificate.

6.6 Future functionality. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments we make regarding future functionality or features.

7.1 Our Materials. Subject to the limited rights expressly granted in this Agreement, we retain all right, title and interest in and to Our Materials and all intellectual property rights in them. With respect to Third-Party Materials, the applicable third-party providers own all right, title and interest, including all intellectual property rights, in and to those materials. No rights are granted to you other than as expressly set out in this Agreement or, for Third-Party Materials, the applicable third-party license.

7.2 Customer Data. As between you and us, you remain the sole and exclusive owner of all right, title and interest in and to all Customer Data, subject to the rights and permissions granted in this Agreement. You grant us and our Affiliates the right to use Customer Data, in accordance with applicable law, to perform analytics and to derive and create aggregated and De-Identified Data. Aggregated and De-Identified Data is generated so that results are not identifiable with respect to you, your Affiliates or your or their respective agents, customers or employees. All right, title and interest in and to such aggregated and De-Identified Data will be owned solely by us, and we may use it to create insights, reports, statistical inferences and best practices, and for marketing, benchmarking, product analytics, new features and related purposes. We will not use Customer Data to train large language models without your consent.

7.3 Feedback. You grant us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our Materials any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Authorized Users relating to the Service.

7.4 Customer Connectors. As between you and us, you remain the sole and exclusive owner of all right, title and interest in and to any Customer Connectors.

8.1 Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Our Confidential Information includes Our Materials, and each party's Confidential Information includes the terms of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party before its disclosure without breach of any obligation, (c) is received from a third party without breach of any obligation, or (d) was independently developed by the Receiving Party.

8.2 Protection. The Receiving Party will use at least reasonable care (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as authorized in writing, to disclose Confidential Information only to those of its and its Affiliates' employees, contractors and advisers who need it for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective as those here. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, and remains responsible for their compliance.

8.3 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law or by the order of a court or similar body, provided it gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

9.1 Mutual representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

9.2 Our warranties. We warrant that the Purchased Services will perform materially in accordance with the Documentation, and that the Professional Services and support services will be performed in a professional and workmanlike manner. If we breach this warranty, as your sole and exclusive remedy and our sole obligation, we will use commercially reasonable efforts to either (a) fix, repair or replace the non-conforming Purchased Services, or (b) re-perform the non-conforming Professional Services or support services within 30 days of your notice. If we are unable to do so within that period, you may either (i) terminate this Agreement under Section 12.3 and receive a refund of prepaid fees under Section 12.4, or (ii) extend the period for us to correct the non-conformity. The AI Features are excluded from this warranty.

9.3 Compliance. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Service, Professional Services and support services, including applicable data protection and breach-notification laws.

9.4 Disclaimers. Except as expressly provided in this Agreement, and to the fullest extent permitted by law, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party disclaims all implied warranties, including any implied warranty of satisfactory quality, fitness for a particular purpose or non-infringement. Except as expressly provided in Section 9.2, the Service, the Software, the API, the Professional Services, the support services and any Beta Service are provided “as is”. Nothing in this Agreement limits or excludes either party's liability where it cannot be limited or excluded under applicable law.

AI Outputs are generated through machine learning processes and are not tested, verified, endorsed or guaranteed to be accurate, complete or current by us. You are solely responsible for verifying that all Customer Verified Outputs are accurate and appropriate for your use cases. To the fullest extent permitted by law, we disclaim all warranties relating to any AI Features, express or implied, including any warranties of accuracy and reliability and any implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement.

The Service is a tool to be used by Authorized Users of appropriate training and expertise as an adjunct to their professional judgment. You and your Authorized Users are solely responsible for reviewing all data put into and extracted from the Service to ensure it meets all professional standards and legal requirements as well as your needs and intent.

9.5 Basis of the bargain. The disclaimers in Section 9.4 and the limitation of liability in Section 11 are fundamental elements of the agreement between us. We would not be able to provide the Service on an economic basis without them. They also apply for the benefit of our suppliers.

10.1 Indemnification by us. We will defend you against any claim, demand, suit or proceeding brought against you by a third party alleging that use of the Service in accordance with this Agreement infringes that third party's intellectual property rights (a “Claim Against You”), and will indemnify you from any damages, legal fees and costs finally awarded against you, or paid by you in settlement, provided you (a) promptly give us written notice of the claim, (b) give us sole control of its defense and settlement (except that we may not settle any claim unless it unconditionally releases you of all liability), and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement claim, we may, at no cost to you, (i) modify the Service so it no longer infringes, (ii) obtain a license for your continued use, or (iii) terminate your Subscription for the affected Service on 30 days' written notice and refund any prepaid fees for the remainder of the Subscription Term. This obligation does not apply to the extent a claim arises from (x) your breach of this Agreement or your negligence or willful misconduct, or (y) any AI Output.

10.2 Indemnification by you. You will defend us against any claim, demand, suit or proceeding brought against us by a third party, including any Authorized User or any regulatory authority, (a) alleging that Customer Data or any use of it in accordance with this Agreement infringes that third party's intellectual property, privacy or publicity rights, or any failure to provide adequate disclosures or obtain adequate consents under Section 4.6, (b) based on your or any Authorized User's negligence, willful misconduct, use of the Service in a manner not authorized by this Agreement, or use of the Service in combination with data, software, hardware or technology not provided or authorized by us, or (c) alleging personal injury or property damage caused by you or any Authorized User in connection with the Service (a “Claim Against Us”), and will indemnify us from any damages, legal fees and costs finally awarded against us, or paid by us in settlement, provided we (x) promptly give you written notice, (y) give you sole control of the defense and settlement (except that you may not settle any claim unless it unconditionally releases us of all liability), and (z) give you all reasonable assistance, at your expense.

10.3 Exclusive remedy. This Section 10 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section.

11.1 Liability that cannot be excluded. Nothing in this Agreement excludes or limits either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

11.2 Liability cap. Subject to Section 11.1, and except for any breach of Section 5 (Security and Access to Customer Data) or Section 8 (Confidentiality), your obligations under Section 4.5 (Usage Restrictions), a party's indemnification obligations, a party's negligence or willful misconduct (together, “Excluded Claims”), or Section 6 (Fees and Payment), and to the fullest extent permitted by law, neither party's liability arising out of or related to this Agreement will exceed the amount paid or payable by you under this Agreement in the 12 months preceding the incident or series of related incidents or, with respect to a free trial or Beta Service, $100 (the “Standard Cap”). With respect to any breach of Section 5, or Section 8 as it relates to Customer Data, neither party's liability will exceed twice the Standard Cap. These limitations apply whether the claim is in contract, tort or otherwise, and regardless of the theory of liability.

11.3 Exclusion of indirect damages. Subject to Section 11.1, and except for Excluded Claims, and to the fullest extent permitted by law, in no event will either party be liable to the other for any loss of profits or revenue or for any indirect, special, incidental, consequential or punitive damages, whether the claim is in contract, tort or otherwise, even if the party has been advised of the possibility of such damages.

12.1 Term of Agreement. This Agreement commences on the date you first accept it and continues until all Subscription Terms have expired or been terminated.

12.2 Term of purchased Subscriptions. The Subscription Term is as specified in the applicable Order Form. Subscriptions automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless the Order Form provides otherwise or either party gives notice of non-renewal at least 30 days before the end of the relevant Subscription Term. Unless otherwise set out in the Order Form, Subscriptions renew at our then-current pricing, and we will notify you at least 60 days in advance of any price change affecting your renewal.

12.3 Termination. Either party may terminate this Agreement (a) 30 days after giving the other party written notice of a material breach if the breach remains uncured at the end of that period, or (b) if the other party becomes the subject of insolvency, administration, receivership, liquidation or an arrangement for the benefit of creditors.

12.4 Refund or payment on termination. If you terminate under Section 12.3, we will refund any prepaid fees for the Service covering the remainder of the Subscription Term of all Order Forms after the effective date of termination, and any prepaid fees for Professional Services not yet performed. If we terminate under Section 12.3, you will pay any unpaid fees covering the remainder of the Subscription Term of all Order Forms. Termination does not relieve you of your obligation to pay any fees for the period before the effective date of termination.

12.5 Data portability and deletion. After termination or expiry of this Agreement, we will have no obligation to maintain or provide Customer Data, and may, in our discretion, delete or destroy all copies of Customer Data in our systems or otherwise in our possession or control, unless legally prohibited. For any Purchased Service, we will make Customer Data available to you for electronic retrieval for 30 days after termination or expiry.

12.6 Surviving provisions. Each party remains responsible for obligations that arose before termination or expiry. In addition, Section 7 (Intellectual Property Rights), Section 8 (Confidentiality), Section 9.4 (Disclaimers), Section 10 (Mutual Indemnification), Section 11 (Limitation of Liability), Section 12.4, Section 12.5, this Section 12.6, Section 13 (Notices, Governing Law and Disputes) and Section 14 (General Provisions) survive termination or expiry.

13.1 Notices. All notices, permissions and approvals under this Agreement must be in writing and are deemed given on (a) personal delivery, (b) the second business day after sending by a recognized next-day delivery service, or (c) the first business day after sending by email (except that email is not sufficient for notices of material breach, termination or an indemnifiable claim). Notices to us should be addressed to: FMCG Consult Ltd, Suite 115, Pure Offices, Sherwood Business Park, Nottingham, NG15 0DT, United Kingdom, marked for the attention of the Customer Service Department, with a copy by email to privacy@factoryplan.app. Billing-related notices to you will be addressed to your designated billing contact, and all other notices to you will be addressed to your designated Admin User.

13.2 Governing law and jurisdiction. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, are governed by and construed in accordance with the laws of the United Kingdom. Each party irrevocably agrees that the courts of the United Kingdom have jurisdiction to settle any such dispute or claim.

13.3 Informal dispute resolution. The parties acknowledge that most disputes can be resolved without litigation. Before commencing proceedings, the parties will use their best efforts to settle any dispute directly through good-faith consultation with each other. Nothing in this Section prevents either party from seeking urgent injunctive or other equitable relief from a court at any time.

13.4 Equitable relief. Each party acknowledges that a breach or threatened breach of Section 8 (Confidentiality) or, in your case, Section 4.5 (Usage Restrictions), would cause the other party irreparable harm for which monetary damages would not be an adequate remedy, and agrees that the other party will be entitled to seek injunctive or other equitable relief, without any requirement to post security or prove actual damages, in addition to all other available remedies.

14.1 Export and sanctions compliance. Each party will comply with all applicable export control and economic sanctions laws and regulations. You will not permit Authorized Users to access or use the Service in breach of any such laws, or in any territory or by any person subject to applicable sanctions.

14.2 Entire agreement and order of precedence. This Agreement, including any Order Forms and any addenda or exhibits incorporated into them and, where applicable, our data processing terms, is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. No waiver of any provision is effective unless in writing and signed by the party against whom it is asserted. Any term stated in your purchase order or other order documentation (other than an Order Form) is void. In the event of conflict, the order of precedence is (1) our data processing terms (if applicable), (2) this Agreement, (3) the applicable Order Form, and (4) the Documentation.

14.3 Assignment. Neither party may assign any of its rights or obligations under this Agreement without the other party's prior written consent (not to be unreasonably withheld), except that either party may assign this Agreement in its entirety, without consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets to which this Agreement relates. If a party merges with, is acquired by, or sells substantially all of its assets to a direct competitor of the other party, that other party may terminate this Agreement on written notice.

14.4 Relationship of the parties. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary or employment relationship between them.

14.5 Publicity. Unless otherwise set out in an Order Form, we may use your name, logo and marks to identify you as a customer on our website and in marketing and investor materials, and you may revoke this consent by giving us written notice at privacy@factoryplan.app.

14.6 Third-party rights. Except as expressly stated, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

14.7 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.

14.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary or, if it cannot be modified, deemed removed, and the remaining provisions will remain in full force and effect.

14.9 Changes. We may revise this Agreement from time to time by notifying you. Any revised version takes effect as of the date of our notice or a later date specified in it. If you do not agree to a revised version, you may give written notice of non-renewal under Section 12.2 within 30 days of the effective date of the revised version, and that revised version will not apply for the remainder of your then-current Subscription Term.

14.10 Force majeure. Except for payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition beyond its reasonable control, including natural disaster, act of war or terrorism, riot, industrial action, governmental action, internet service provider failure or delay, or denial of service attack.

Questions about this Agreement can be sent to FMCG Consult Ltd, Suite 115, Pure Offices, Sherwood Business Park, Nottingham, NG15 0DT, United Kingdom, or by email to privacy@factoryplan.app.