This Plait Subscription Terms of Service ("Agreement") is entered into by and between the Plait entity set forth below ("Plait") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Plait pursuant to any Plait ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
As used in this Agreement, "Plait" means Well Revolution Limited, a New Zealand company (7396836) with offices at 42 Airedale Street, Auckland Central, Auckland, New Zealand.
Modifications to this Agreement: From time to time, Plait may modify this Agreement. Unless otherwise specified by Plait, changes become effective for Customer upon renewal of Customer's current Subscription Term (as defined below) or entry into a new Order Form. Plait will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event, continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If Plait specifies that changes to the Agreement will take effect prior to Customer's next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term.
By indicating your acceptance of this agreement or accessing or using any Services, you are agreeing to be bound by all terms, conditions, and notices contained or referenced in this Agreement. if you do not agree to this Agreement, please do not use any Services. For clarity, each party expressly agrees that this Agreement is legally binding upon it. This Agreement contains mandatory mediation and arbitration provisions that require the use of mediation and arbitration to resolve disputes, rather than court action.
"Affiliate" means any entity under the control of Customer where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
"AUP" means Plait's Acceptable Use Policy, available here or a successor URL.
"Beta Offerings" means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.
"Contractor" means an independent contractor or consultant who is not a competitor of Plait.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
"Customer Properties" means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
"Dashboard" means Plait's user interface for accessing and administering the Services that Customer may access via the web or the Plait Apps.
"Documentation" means the technical user documentation provided with the Services.
"Feedback" means comments, questions, suggestions or other feedback relating to any Plait product or service.
"Intellectual Property Rights" include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
"People" (in the singular, "Person") means Customer's end user customers, potential end user customers, and other users of and visitors to the Customer Properties.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorised to access the Service.
"Plait App" means any downloadable or non-downloadable mobile application or desktop client software included in the applicable Service that is made available by Plait.
"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Laws of New Zealand.
"Services" means Plait's proprietary software-as-a-service solution(s), including the Dashboard, Plait application programming interfaces (APIs), Plait Code and Plait Apps, as described in the applicable Order Form.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Plait.
“Third Party Messaging App” means a separate, stand-alone service accessible apart from the generally available Plait Service to which Customer subscribes. A Third Party Messaging App allows Customer to integrate the Plait App provided with Customer's Plait App account(s) (as defined in the “Agreement”) with Customer's Third Party Messaging App services account(s).
2.1. Services Overview. Plait's Services are a suite of messaging software-as-a-service solutions offered through a single platform. The Services are designed to enable Customer to manage communications with People through the entire lifecycle of their relationship with Customer and to provide a Dashboard for accessing and managing Customer Data regarding those People. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include Plait Code deployed on Customer Properties to enable live messaging functionality.
2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each a "Subscription Term"). Customer will purchase and Plait will provide the specific Services as specified in the applicable Order Form.
2.3. Access to Services. Customer may access and use the Services solely for its own benefit (and for the benefit of People) and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of People active or activated). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Plait's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Microsoft or Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will promptly delete such user ID and otherwise terminate such Permitted User's access to the Service. The right to use the Services includes the right to deploy Plait Code on Customer Properties in order to enable messaging, chat and other functionality and to collect Customer Data for use with the Services as further described below.
2.4. Plait Apps. To the extent Plait provides Plait Apps for use with the Services, subject to all of the terms and conditions of this Agreement, Plait grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Plait Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.
2.5. Deployment of Plait Code. Subject to all of the terms and conditions of this Agreement, Plait grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the Plait Code in the form provided by Plait on Customer Properties solely to support Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement. Customer must implement Plait Code on the Customer Properties in order to enable features of the Services. Customer will implement all Plait Code in strict accordance with the Documentation and other instructions provided by Plait. Customer acknowledges that any changes made to the Customer Properties after initial implementation of Plait Code may cause the Services to cease working or function improperly and that Plait will have no responsibility for the impact of any such Customer changes.
2.6. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.
2.7. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Plait); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the "Powered by Plait" designation that may appear as part of the deployment of the Services on Customer Properties and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.
2.8. Plait APIs. If Plait makes access to any APIs available as part of the Services, Plait reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Plait may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if Plait believes that Customer's usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Plait).
2.9. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by Plait (the "Trial Period"). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. Plait has the right to terminate a Trial Subscription at any time for any reason. Notwithstanding anything to the contrary in this agreement, Plait will have no warranty, indemnity, support, or other obligations with respect to Trial Subscriptions.
2.10. Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings may not be as reliable or available as the Service. Beta Offerings may not be subject to the same security measures as in the Security Policy. Plait will have no liability arising out of or in connection with Beta Offerings. Customer uses Beta Offerings at its own risk.
3.1. Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all Intellectual Property Rights) in and to the Customer Data as provided to Plait. Subject to the terms of this Agreement, Customer hereby grants to Plait a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
3.2. Storage of Customer Data. Plait does not provide an archiving service. Plait agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. Plait expressly disclaims all other obligations with respect to storage.
3.3. Customer Obligations.
a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Plait that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Plait the rights in Section 3.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party Intellectual Property Rights, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms. Customer further represents and warrants that all Customer Data complies with the AUP. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.
b) Sensitive Personal Information. Customer acknowledges that Plait is not (i) a provider of medical or healthcare services, (ii) a payment card processor and that the Services are not PCI DSS compliant. Customer shall be responsible for any Sensitive Personal Information it submits to the Service, and Plait will treat such submissions as Customer Data as defined in this Agreement such that Plait is not subject to any additional obligations that apply to Sensitive Personal Information.
c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate any anti-spam laws and regulations.
3.4. Indemnification by Customer. Customer will indemnify, defend and hold harmless Plait from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data, Customer’s use of a Third Party Messaging App, or breach or alleged breach by Customer of Section 3.3 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all necessary cooperation of Plait at Customer's expense. Notwithstanding the foregoing sentence, (a) Plait may participate in the defence of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Plait's prior written consent, unless the settlement fully and unconditionally releases Plait and does not require Plait to pay any amount, take any action, or admit any liability.
3.5. Aggregated Anonymous Data . Notwithstanding anything to the contrary herein, Customer agrees that Plait may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and Plait may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Plait customers. For clarity, this Section 3.5 does not give Plait the right to identify Customer as the source of any Aggregated Anonymous Data.
Plait agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use, alteration or disclosure of any Service or Customer Data, as further described in Plait’s Security Policy. However, Plait will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond Plait's control.
5.1 Third Party Platforms. The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorises Plait to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Plait has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. Plait does not guarantee that the Services will maintain integrations with any Third-Party Platform and Plait may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Platform.
5.2 Third Party Messaging Apps. Customer represents and warrants that Customer has agreed to the terms of service associated with any Third Party Messaging App(s) and has created, or has authorised Plait to create on Customer's behalf, a Third Party Messaging App account in accordance with such terms and conditions, which govern Customer's use of such Third Party Messaging App account. Plait will have no liability for and the Third Party Messaging App provider is solely responsible for the Third Party Messaging App’s network, functionality, clients, and APIs.
5.3. Third Party Beta Releases. To the extent a Customer uses features in the Service that integrate with a Third-Party Platform and a Customer requests that Plait integrate with such Third-Party Platform’s beta or pre-release features (“Third Party Beta Releases”), Plait will have no liability arising out of or in connection with Plait’s participation in such Third Party Beta Releases or Customer’s use of such integrated features.
6.1. Plait Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement, no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Plait or its suppliers retain all right, title and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, integrations with the Services, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Plait Technology"). Except as expressly set forth in this Agreement, no rights in any Plait Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services, except for Plait Code and the Plait Apps in the format provided by Plait.
6.2. Feedback. Customer, from time to time, may submit Feedback to Plait. Plait may freely use or exploit Feedback in connection with the Service. To the extent Customer submits Feedback related to Third Party Messaging Apps, Customer hereby grants to Plait, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any Plait product or service at any time at the sole discretion of Plait.
7.1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
7.2. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in Section 9 (Limited Warranty) and Section 13 (Indemnification), all fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Plait receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
7.3. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:
7.4. Suspension of Service. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Plait reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Plait also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP.
8.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
8.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
8.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Plait Technology) and delete (or, at Plait's request, return) any and all copies of the Documentation, any Plait passwords or access codes and any other Plait Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that Plait may delete any such data as may have been stored by Plait at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
8.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 3.2 (Storage of Customer Data), 3.4 (Indemnification by Customer), 3.5 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment Via Credit Card), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 12 (Limitation of Remedies and Damages), 13 (Indemnification), 14 (Confidential Information) and 16 (General Terms).
9.1. Limited Warranty . Plait warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Plait's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Plait to use commercially reasonable efforts to correct the reported non-conformity, or if Plait determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorised modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.
9.2. Warranty Disclaimer . Except for the limited warranty in section 9.1, all Services are provided "as is". Neither Plait nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. Plait does not warrant that Customer’s use of the Services will be uninterrupted or error-free, nor does Plait warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss or corruption. Plait shall not be liable for the results of any communications sent or any communications that were failed to be sent using the Services. Plait shall not be liable for delays, interruptions, service failures or other problems inherent in use of the Internet and electronic communications, Third-Party Platforms, Third Party Messaging Apps, or other systems outside the reasonable control of Plait. Customer may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.
The Services are available subject to Plait’s Service Level Agreement ("SLA").
During the Subscription Term of each Service, Plait will provide end user support in accordance with Plait's Support Policy ("Support Policy").
12.1. Consequential Damages Waiver. Except for Excluded Claims (defined below), neither party (nor its suppliers) shall have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
12.2. Liability Cap. Except for Excluded Claims (defined below), each party’s entire liability to the other arising out of or related to this Agreement shall not exceed the amount actually paid or payable by Customer to Plait during the prior twelve (12) months under this Agreement.
12.3. Excluded Claims. "Excluded Claims" means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Customer Obligations) or 3.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 14 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service or relating to Customer Data).
12.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 12 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Plait will defend Customer from and against any claim by a third party alleging that a Service when used as authorised under this Agreement infringes any Intellectual Property Rights and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Plait (including reasonable attorneys' fees) resulting from such claim, provided that Plait will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Plait to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer's use of a Service is (or in Plait's opinion is likely to be) enjoined, if required by settlement or if Plait determines such actions are reasonably necessary to avoid material liability, Plait may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Plait. The foregoing indemnification obligation of Plait will not apply: (1) if such Service is modified by any party other than Plait, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Plait, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorised use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; (6) to any action arising from Customer’s use of Third Party Messaging Apps; or (7) if Customer settles or makes any admissions with respect to a claim without Plait's prior written consent. This section 13 sets forth Plait's and its suppliers' sole liability and Customer's sole and exclusive remedy with respect to any claim of intellectual property infringement.
Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Plait Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Plait without any marking or further designation. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Plait, the subcontractors referenced in Section 16.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 14. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Plait may, upon Customer’s prior written consent, use Customer’s name to identify Customer as a Plait customer of the Service, including on Plait’s public website. Plait agrees that any such use shall be subject to Plait complying with any written guidelines that Customer may deliver to Plait regarding the use of its name and shall not be deemed Customer’s endorsement of the Service.
16.1. Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorised under this Section 16.1 will be null and void.
16.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
16.3. Governing Law; Dispute Resolution.
a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to Plait it must be emailed to email@example.com and sent via mail to:
Plait, PO Box 911411, Victoria St West, Auckland 1142 NZ
Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognising their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved as set forth below.
b) Mediation. If the parties are unable to resolve the dispute by Direct Dispute Resolution then either party may by written notice to the other party refer the dispute to an independent mediator to resolve the dispute. If the parties are unable to agree on the mediator within five (5) days from the referral to mediation either party may request the President of the Auckland branch of the New Zealand Law Society or his or her nominee to appoint one. The mediation will be conducted in Auckland.
c) Arbitration. If the parties are unable to resolve the dispute by mediation then either party may refer the dispute to arbitration in accordance with the Arbitration Act 1996. If the parties cannot agree on the appointment of an arbitrator within five (5) days of referral, either party may request the President of the Auckland branch of the New Zealand Law Society or his or her nominee to appoint one.
d) Appeal. A party to arbitration under this Agreement may appeal to the High Court on any question of law arising out of an award, and any matter relating to the construction of this Agreement will be considered a question of law.
f) Governing law. This Agreement will be governed by, and construed in accordance with the laws of New Zealand. The parties irrevocably submit to the exclusive jurisdiction of the Courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with this Agreement.
g) Urgent relief. Notwithstanding the above provisions, either party may apply to the Court for urgent equitable relief at any time.
16.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
16.5. Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorised representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorised representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
16.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are online, subscription-based products, and that in order to provide improved customer experience Plait may make changes to the Services, and Plait will update the applicable Documentation accordingly. The support and service level availability terms described in the Support Policy and the SLA may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease Plait's obligations as compared to those reflected in such terms as of the Effective Date).
16.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
16.8. Subcontractors. Plait may use the services of subcontractors and permit them to exercise the rights granted to Plait in order to provide the Services under this Agreement, provided that Plait remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.
16.9. Disclosure. Nothing in this Agreement prevents Plait from disclosing Customer Data to the extent required by law or court orders, but Plait will use commercially reasonable efforts to notify Customer where permitted to do so.
16.10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent
16.11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
This Plait Service Level Agreement ("SLA") accompanies the Plait Subscription Terms of Service (the "Agreement") entered into between you ("Customer") and Plait. Capitalised terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.
1.2 When we refer to Plait, we mean Plait Limited, a New Zealand company (7396836) with offices at 42 Airedale Street, Auckland Central, Auckland, New Zealand.; and Plait's group companies ("Plait", "we", "us", "our").
The personal data that we collect about you broadly falls into the categories set out in the following table. Some of this information you provide voluntarily when you interact with the Plait Services and Sites, or when you attend an event. Other types of information may be collected automatically from your device, such as device data and service data. From time to time, we may also receive personal data about you from third-party sources.
Some device data, service data and third party source data is collected through the use of first or third party cookies and similar technologies. The Plait Care Messenger service does not collect, retain, or share data regarding a particular user's activity across multiple websites or applications that are not owned by Plait. Plait does assign each user a unique user ID within the scope of an individual website, but does not collect or retain IP or any information that would allow Plait to identify the same particular user on more than one website.
Do Not Track. Some Internet browsers may be configured to send "Do Not Track" signals to the online services that you visit. To find out more about "Do Not Track," please visit http://www.allaboutdnt.com.
3.1 We collect and process your personal data for the following purposes:
3.2 In certain circumstances, we may collect your personal data on a different legal basis. If we do, or if we use your personal data for purposes that are not compatible with, or are materially different than, the purposes described in this notice or the point of collection, we will explain how and why we use your personal data in a supplementary notice at or before the point of collection. Where we refer to legal bases in this section, we mean the legal grounds on which organisations can rely when processing personal data.
3.3 If you have any questions about how we process your personal data, please contact us firstname.lastname@example.org
4.1 We may disclose some or all of the personal data we collect to the following third parties:
Professional advisors, such as lawyers, auditors and insurers, in the course of the professional services that they render to us.
4.2 Aggregated or anonymised information. We may also share aggregated or anonymised information with third parties for other purposes. Such information does not identify you individually, but may include usage, viewing and technical information such as the websites you generally use, the configuration of your computer, and performance metrics related to the use of websites which we collect through our technology, products and services. If we are required under applicable law to treat such information as personal data, then we will only disclose it as described above. Otherwise, we may disclose such information for any reason.
5.2 Note that content you post may remain on the Sites even if you cease using the Sites or we terminate access to the Sites.
6.2 Certain recipients (our service providers and other companies) who process your personal data on our behalf may also transfer personal data outside the country in which you are resident. Where such transfers occur, we will make sure that an appropriate transfer agreement is put in place to protect your personal data.
We care about protecting personal data. That is why we put in place appropriate measures that are designed to secure your personal data. You can find out more about our technical and organisational safeguards in our Security Policy
8.1 If you are a resident of NZ, you have the following data protection rights:
For more information, please see the Your Privacy Rights
Our Services and Sites are not intended for use by anyone under the age of 16. Plait does not knowingly collect personal information from anyone under the age of 16. If you are under 16, you may not attempt to register for our Services or send any information about yourself to us, including your name, address, telephone number, or email address. If we become aware that we have collected personal information from someone under the age of 16 without verification of parental consent, we will delete that information promptly.
The categories of Personal Information we collect are described below:
The sources from which we collect these categories of Personal Information are described in Section 2 entitled Personal Data Collected by Plait. The business/commercial purposes for which we use these categories of Personal Information are described in Section 3 entitled How and Why We Use Your Personal Data. The categories of third parties with which we share these categories of Personal Information, including for business purposes, are described in Section 4 entitled Sharing Your Personal Data.
The above summary of how we collect, use and share Personal Information describes our practices currently and for the 12 months preceding the effective date of this Notice.
At Plait we take the protection of customer data extremely seriously. This Plait Security Policy describes the organisational and technical measures Plait implements platform-wide designed to prevent unauthorised access, use, alteration or disclosure of customer data. The Plait services operate on Amazon Web Services (“AWS”); this policy describes activities of Plait within its instance on AWS unless otherwise specified.
Our engineering team includes people who’ve played lead roles in designing, building, and operating highly secure Internet-facing systems at companies ranging from startups to large public companies and government agencies.
Incident Response Plan
Build Process Automation
This Acceptable Use Policy applies to Plait’s (a) websites (including without limitation www.plaithealth.com, www.plait.nz, app.plait.nz and any successor URLs, mobile or localised versions and related domains and subdomains and mobile applications) and (b) communications and messaging products and services ((a) and (b) collectively, “Services”). To keep the Services running safely and smoothly, we need our users to agree not to misuse them. Specifically, you agree not to:
Without affecting any other remedies available to us, Plait may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if Plait (in its sole discretion) determines that a user has violated this Acceptable Use Policy.
This Plait Support Policy ("Support Policy") accompanies the Plait Subscription Terms of Service (the "Agreement") entered into between you ("Customer") and Plait. Capitalised terms used in this Support Policy that are not defined herein have the meanings given to them in the Agreement.
Plait offers support services for the Service ("Support ") in accordance with the following terms:
A. Support Hours. Support is provided 7 days per week from 7 am - 10 pm.
B. Incident Submission and Customer Cooperation. Customer may report errors or abnormal behaviour of the Service ("Incidents") by contacting Plait in the Service via the Plait App or via email at email@example.com Customer will provide information and cooperation to Plait as reasonably required for Plait to provide Support. This includes, without limitation, providing the following information to Plait regarding the Incident:
C. Incident Response. Plait's Support personnel will assign a priority level ("Priority Level") to each Incident and seek to provide responses in accordance with the table below.
D. Exclusions. Plait will have no obligation to provide Support to the extent an Incident arises from: (a) use of the Service by Customer in a manner not authorised in the Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Plait's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; or (d) third party systems, acts or omissions.
This Plait Payments Policy ("Payments Policy") accompanies the Plait Subscription Terms of Service (the "Agreement") entered into between you ("Customer") and Plait. Capitalised terms used in this Payments Policy that are not defined herein have the meanings given to them in the Agreement.
People (your patients) pay for your services using their payment card in the Plait App. They are charged a fee to their payment card whenever there is a Billing Event. Billing Events are based on a set of Billing rules.
A Billing Event is created when an instruction is given by a Permitted User (your providers) to complete a service for a patient in the Plait App (for example, a consultation or repeat prescription).
A Billing Event creates a charge to the patient based on the fees you set for your services.
A patient’s service request is completed by a provider when it is satisfied (for example, closing a consultation or completing a repeat prescription request).
You are responsible for setting the fees you charge for the services you make available to your patients via the Plait App.
Fees are provided in tiers based upon the rates you make available in the Plait App from time to time. For example, in addition to your usual fees, you may have rates for Under-14, Over-65, CSC or HUHC patients. You can also set a separate rate based on the Billing Hours.
Plait recognises rates for services provided within normal hours of business for a Customer (“Business Hours”) and services provided outside of normal hours of business (“After Hours”) such as evenings and weekends. You can set your rates for Business Hours and After Hours where available.
The rate billed and charged to a patient is based on a combination of the following event times.
Special billing events may be made available from time to time based on the needs of providers. For example, closing a consultation with an instruction to bill at the Under-14, CSC or HUHC rate; or zero-rating the bill in cases where a request could not be satisfied. Any such special billing events will be notified to you as they become available.
Plait operates a merchant account into which all patient payments are deposited (“Merchant Account”).
Payments made by patients in the Plait App are collected on your behalf into the Merchant Account. We transfer all payments to you less a Transaction Fee.
Payments from patients for your services are deposited to your nominated bank account weekly on Mondays. Weekly payment cycles run from Monday 6 AM – Monday 5:59 AM.
The Transaction Fee due to us under the terms of the Agreement, together with any other amounts due by you to us, will be deducted from the weekly payments due by us to you. We also reserve the right to invoice you for payment of any amounts due if we consider that there may not be sufficient funds available from the Merchant Account to meet the payments due.
We may recover from you any fees or other amounts charged back by a credit card company to us concerning any transactions which have not been deducted from the funds received by us and remitted to you by deducting them from any amount subsequently payable to you or require you to otherwise reimburse us for such fees or other amounts.
Where a credit card company reverses payment due to fraudulent credit card use and we cannot obtain such payment, we shall each be responsible for the losses associated with our respective transaction components.
The following Transaction Fee applies on a per-transaction basis calculated as a percentage of the total transaction value. The Transaction Fee is charged by Plait to your account.
(1) Plait Transaction Fee: 3.5%