WELCOME TO ICPLAN

ICPlan is a unique communication planning and management software platform designed to help you to simplify and centralise your internal communications which is provided on a software-as-a-service (SAAS) basis via https://app.icplan.com (the "Site").

ABOUT ICPLAN

The Site is owned and operated by ICPlan Limited, registered in England and Wales with its registered office at 7 St. Petersgate, Stockport, Cheshire, SK1 1EB ("us", "we" or "ICPlan").

THESE TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS (TOGETHER WITH ANY DOCUMENTS REFERRED TO IN THEM, INCLUDING BUT NOT LIMITED TO ANY ORDER FORM) SET OUT THE BASIS ON WHICH WE OPERATE OUR SITE AND PROVIDE THE SAAS SUBSCRIPTION SERVICES MADE AVAILABLE VIA OUR SITE ("SUBSCRIPTION") AND ANY OTHER ANCILLIARY SERVICES SPECIFIED IN AN ORDER FORM ("ADDITIONAL SERVICES") (TOGETHER, “SERVICES”). BY SIGNING AN ICPLAN ORDER FORM YOU ARE AGREEING TO THE THESE TERMS AND CONDITIONS APPLYING TO THE SERVICES SPECIFIED THEREIN. WHERE AN ORDER FORM INCLUDES "SPECIAL TERMS" THEY SHALL OVERRIDE ANY CONFLICTING TERMS HEREIN. IN THE EVENT OF ANY DIFFERENCE BETWEEN THESE TERMS AND CONDITIONS AND ANY ORDER FORM, THE PROVISIONS OF THE APPLICABLE ORDER FORM SHALL PREVAIL TO THE EXTENT OF SUCH DIFFERENCE.

OUR RELATIONSHIP

The agreement formed pursuant to these Terms and Conditions shall be between ICPlan and the person or entity named in the Order Form as our Client. If you are singing the Order Form on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates (where applicable) to these Terms and Conditions, in which case the terms ‘you’ and ‘your’ shall refer to such entity and its affiliates.

HOW TO SUBSCRIBE

The Order Form sets out the details of the Services to be provided to you. We will make the Services available to you pursuant to these Terms and Conditions and the applicable Order Form.

To activate your Subscription, you will need to create an ICPlan account, including logins with applicable usernames and passwords. We shall provide all reasonable assistance to set up your Subscription promptly after signature of the Order Form.

Your Subscription will entitle you to use ICPlan for the duration and for the number of users stated in the Order Form, subject to these Terms and Conditions.

Additional Services may be available on a case-by-case basis by negotiation and set out in an Order Form, such as software customisations, on-boarding, account set-up, training and other professional services (“Additional Services”). Any Additional Services will be provided subject to these Terms and Conditions.

PRICING AND PAYMENT TERMS

The Order Form shall set out the applicable charges for the Services ("Charges"). You agree to pay the Charges set out in the Order Form. Your use of any paid-for Services may not start until we have received the required initial payment specified in the Order Form in full.

Subscription Charges are invoiced and payable as stated in your Order Form or, by default, annually in advance. This annual payment will be due from anniversaries of that date each year onwards. If you fail to make payments as and when due, we may suspend your account until we receive the full outstanding payment due.

Subscription Charges may be calculated by reference to the number of user licences required. User licenses cannot be shared between individual users. Each login is for a single, named user and is non-transferable. If you exceed a contractual usage limit, we may work with you to seek to reduce your usage so that it keeps you within your usage limit. If you nevertheless exceed the usage limit or if logins are shared without our authorisation so as to exceed such limits, we shall be entitled to levy reasonable additional Charges for the additional usage that has been made via the additional usage, unless otherwise agreed.

Payments shall be made to us by BACS transfer or other agreed electronic means on or by the stated dates, unless otherwise stated.

By signing the Order Form you are warranting that you are entitled to do so and that all of the payment information you provide is 100% accurate. You shall be responsible for all applicable taxes and duties applicable to your purchase and use of the Services in your location. By making any purchase with us, you also warrant that (a) you are legally capable of entering into binding contracts; and (b) you are at least 18 years old; and (c) you are making your purchase in the course of a business and not as a consumer.

ACCOUNT SECURITY

It is your responsibility to keep your Subscription logins secure and ensure that the information you provide to us when using the Services is at all times accurate, not misleading and relates to you. You may not create an account or username and password using the names and information of another person or using words that are the trade marks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate. We reserve the right with or without notice to suspend or terminate any account in breach.

If for any reason you suspect that your login details have been disclosed to or obtained by another party you should contact us immediately. Please note that we never contact users requesting them to confirm their username and password.

FUNCTIONALITY, SERVICE LEVELS AND AVAILABILITY

Our Site and the Service will develop and change over time, as we are continually innovating and improving our Services. We may amend, add to, replace or withdraw elements of our Site and Subscription functionality at any time at our sole discretion provided that reasonably equivalent or similar core functionality is retained for the duration of your current Initial Term or Renewal Term.

We will use commercially reasonable efforts to ensure that our Site and the Services are normally available 24 hours a day (except for planned maintenance, any unavailability caused by circumstances beyond our reasonable control, ISP service provider or delay or denial of service attack) and we shall not be liable for any temporary unavailability. You understand and agree that temporary interruptions to the Site and Services may occur and that your access to them may be dependent on your and third-party equipment, software and communications networks, which are beyond our control.

We will be responsible for the performance of our personnel and their compliance with our obligations to you, except as otherwise specified herein. We may depend on external third-party suppliers to support certain functionality in conjunction with the Services. No warranties or liability is accepted for the performance or availability of such third-party functionality where it is outside the scope of the Services.

The Services are hosted by our third-party provider for your convenience. We are not a hosting service provider and are reliant on third-party hosting services. We use all reasonable endeavours to back up the servers on which the Services are hosted every twenty-four (24) hours but you may experience data loss, so we strongly recommend that you also regularly and completely back up all of your content and data stored on the Services. For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.

CANCELLATION AND AUTO-RENEWAL

You may cancel your Subscription account at any time to take effect at the end of your current Initial Term or Renewal Term, as applicable. If you do not cancel your Subscription within 30 days of the end of your current Initial Term or Renewal Term (as applicable) your Subscription shall automatically renew for the next Renewal Term stated in the Order Form, unless the Order Form states that your Subscription shall not auto-renew.

Cancellation should be done in writing via email to contact@icplan.com. Please write “Cancellation Request” in the email title and provide your details of the account/accounts that you wish to cancel in the email. Cancellation by any other means, including (but not limited to) telephone call, fax, text or instant message is not valid.

If you cancel your Subscription, we shall deactivate your ICPlan account at the end of the applicable Initial Term or Renewal Term (or sooner if requested by you) but no refunds will be provided for any remaining period.

You may not cancel an order for Additional Services unless we agree this with you in writing.

UPGRADING OR DOWNGRADING YOUR ACCOUNT

By signing the Order Form, you are committing to contracting for the stated Services for the Initial Term and any changes require mutual written agreement.

FREE TRIALS

Free trial periods may be offered at our discretion and are subject to withdrawal at any time on notice to you.

Unless otherwise agreed only one person may use a single free trial account, the account cannot be shared amongst multiple individuals.

These Terms and Conditions apply to all free trial accounts.

TECHNICAL SUPPORT AND SERVICE LEVELS

Technical support is provided via email and such other means as we decide in order to provide an appropriate service to users.

We reserve the right not to provide a full technical support service to free trial account users.

OUR INTELLECTUAL PROPERTY

The Site and Services comprise and contain valuable intellectual property belonging to us and/or our licensors and are protected by copyright, trade mark, patents or other intellectual property rights which shall remain with us and/or our licensors. ICPlan™ is our trade mark and may not be used in the course of trade without our prior written authorisation. You shall not utilise our intellectual property except as is expressly permitted in these Terms and Conditions.

Subscription licence: When you order any Services, we hereby grant you a limited, non-exclusive, non-transferrable, revocable, worldwide licence to use our intellectual property rights in the Services and any materials provided or created by us in the course of providing the Services, solely for normal use of the Services in the context of your business in accordance with these Terms and Conditions for the duration of your Subscription. You agree not to use, access, sell, resell, license, duplicate, copy or use any portion of this Site or our Services for any other commercial purposes. No assignment or exclusivity shall be implied at any time even where Services are commissioned.

YOUR CONTENT

You warrant that any content, data or information provided by you to us or input into our Site or Service ("Your Content") does not violate any third party rights. You shall retain all ownership rights to Your Content.

In order to enable us to provide the Services to you, you hereby grant to us and our third-party suppliers (as necessary) a non-exclusive, royalty-free, worldwide licence to use Your Content to the extent that is reasonable and necessary solely in the provision of the Site and Services to you for the duration of your Subscription.

THIRD PARTY RIGHTS

Your users can freely add Your Content to the Services. We do not monitor or assume any responsibility for Your Content. If at any time we decide to monitor the Services on any occasion it does not mean that we assume responsibility for removing any of Your Content from our Site or the conduct of any users at the time or in the future.

We do not condone, encourage or control in any way the posting of copyrighted or proprietary content or information by any users who are not the legal owners of such content.

Where notified of any actual or alleged breaches by the owner of such disputed content we may remove the affected content from the Sits at our sole discretion and/or instigate the Complaints Procedure below, where appropriate.

GENERAL USAGE GUIDELINES

As a user of our Site and Services you agree not to do any of the following:

(a) Abuse, harass, threaten, stalk, defame or in any way seek to violate the rights of another user or third party.

(b) Publish or seek to distribute any material or information that is unlawful, harmful, obscene, indecent, libellous, profane, defamatory, racist, or in any other way inappropriate or objectionable.

(c) Use or harvest data provided by other users in a way that they would object to.

(d) Encourage illegal activity or activity that violates the rights of other users or third parties, whether individuals or organisations.

(e) Supply or post content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us.

(f) To pose as another user, third party or organisation employee for the purposes of obtaining user or third party information.

(g) To transmit or transfer any viruses, trojans, worms or any other malicious programs or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment.

(h) Attempt to gain access to our servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the services provided by or relied upon by us and users.

(i) Reframe or repurpose the Site or Services or any content on it, remove, obscure or block any notices (and advertising as applicable) provided by us on the Services.

(j) Permit any third party to access the Site or Services except as permitted herein or as specified by the terms of your Subscription.

(k) Create derivate works based on the Site or Services except as authorized herein.

(l) Copy, frame or mirror any part or content of the Site or Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes.

(m) Reverse engineer the Site or Services.

(n) Access the Site or Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Service.

(o) Load or provide access to content on the Service or link to other content from the Service, which infringes the trademark, patent, trade secret or any other proprietary right of a third party or infringes any intellectual property law.

(p) Send junk or spam email or emails or posts promoting pyramid schemes, chain letters or any other activity that invites users and others to participate in wasting their time and/or money.

(q) Use any robot, spider, scraper or other technical means to access the Site or Services or any content on them.

The above list is not intended to be exhaustive. Your licence to browse our Site and use the Services is conditional on your strict compliance with these guidelines. We reserve the right to remove (with or without notice) Your Content or any part of it from our Site or Services where it is deemed in our reasonable judgement to breach of these guidelines. If we do so, we shall notify you and shall seek to resolve the matter with you in good faith. We shall also be free to report any abuse of these guidelines to any relevant authority or third party in our discretion and cooperate with any relevant investigation.

COMPLAINTS PROCEDURE

We do not warrant or represent that third-party users of public areas of our Site or shared Services will not breach our Site Usage Guidelines, but we will use reasonable efforts to respond to complaints in this regard promptly and diligently. If you become aware of or suspect any alleged problem, please follow the procedure set out below (Complaints Procedure) by providing written notification to contact@icplan.comas follows and we will endeavour to respond appropriately:

• Identify the behaviour or content on our Site or within the Service that you consider to breach our Site Usage Guidelines;

• State why you consider this behaviour or content to be objectionable;

• Identify any intellectual property rights that you consider to have been infringed (where applicable);

• Provide details of the owner and/or licensee of such rights (where applicable);

• Provide your name and contact details and your relationship to the subject of the complaint or intellectual property rights owner;

• Give details of any other information that we you consider will assist us in understanding, investigating and dealing with this matter;

• Provide a written statement of truth in the following terms “I, [individual’s name], hereby confirm that the information provided in this complaint notification is true to the best of my knowledge and belief”

We are not able to adjudicate on whether any rights have been infringed and the removal of any content by us does not indicate any admission or acknowledgement of infringement.

CONFIDENTIAL INFORMATION

Definition of Confidential Information:“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of our agreement; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this agreement and who are subject to reasonably equivalent confidentiality obligations.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

Non-solicitation.You undertake and agree that you will not, either during, or in the six (6) months following, the period in which you receive the Services, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of ours to terminate their employment relationship with us.

DATA PROTECTION/CYBER SECURITY

We shall both comply at all times with applicable data protection and cyber security law and regulation. When you subscribe to the Service, you will be required to provide certain information about yourself and your business ("Subscription Data"). You undertake to ensure that all Subscription Data is accurate and that you are entitled to submit it to us. Please also regularly review and update your Subscription Data to keep it current.

Any information that you submit through use of this Site and the Service comprising personal data, including your Subscription Data, is subject to our Privacy Policy at https://icplan.com/privacy-policy/, which is specifically incorporated by reference into these Terms and Conditions and applies in addition, with these Terms and Conditions taking precedence in the event of any conflict. For situations in which we process Subscription Data and other personal data as Data Controller, Part A of our Privacy Policy shall apply.

It shall be your sole responsibility to browse the Site and use the Services strictly in accordance with prevailing data protection law and regulation. In addition, in order to use the Service legally within your organisation, you may be required to have appropriate privacy and “cookie” policies. It is your sole responsibility to audit the implications of your use of the Site and the Services for data protection purposes. You agree that you shall be deemed the Data Controller for UK data protection purposes in relation of any domain or business for which you use our Site and Services. For situations in which we process personal data as your Data Processor, Part B of our Privacy Policy shall apply.

DURATION AND TERMINATION

These Terms and Conditions shall come into effect on signature of your Order Form and shall continue in force for the duration of your Subscription, unless we mutually agree in writing otherwise.

A party may terminate this agreement for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. A material breach includes but is not limited to: failure to pay Charges when due, a breach of the above General Usage Guidelines or a failure to adhere to usage limits.

On expiry, termination or suspension for any reason your right to visit the Site and use the Services shall immediately terminate, and you acknowledge and agree that we may immediately deactivate or delete any account or Subscription.

At the end of your Subscription period or on other termination, we will ask you what you would like to do with Your Content hosted via the Site. As standard, we keep your content for 90 days from the end of your Subscription, during which period you will still be able to download it in CSV format via the Site.

Various clauses within these Terms and Conditions are designed to survive and continue after termination, including (but not limited to) intellectual property, confidentiality, liability and data protection provisions.

WARRANTIES AND DISCLAIMERS

Our Warranties. We warrant that during your Subscription term: (a) this agreement and the Order Form will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content; (b) we will not materially decrease the overall security of the Site or Services; (c) we will take reasonable care to ensure that all details and descriptions of the Services are materially accurate and correct at the time published; and (d) we will not materially decrease the overall functionality of the Services. For any breach of this warranty, your exclusive remedies are either to terminate the agreement for cause or to seek a refund for any unused part of your Subscription.

DISCLAIMERS: EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FREE TRIAL SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. DESCRIPTIONS ON THE SITE MAY VARY FROM THE SERVICES AVAILABLE AND AS UPDATED FROM TIME TO TIME. NO WARRANTY IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION ON THE SITE.

THIS SITE IS PROVIDED FROM THE UNITED KINGDOM AND ALTHOUGH IT MAY BE ACCESSIBLE WORLDWIDE THIS DOES NOT IMPLY ANY REPRESENTATION OR WARRANTY THAT THE SITE OR SERVICES ARE LEGAL OR APPROPRIATE FOR OR LAWFUL FOR USE IN OTHER COUNTRIES.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION ANY LOSS (DIRECT OR INDIRECT) OF DATA, BUSINESS, REVENUE OR PROFITS, DAMAGE TO REPUTATON, LOSS OF ANTICIPATED SAVINGS, LOSS OF CONTRACTS, LOSS OF ENJOYMENT, WASTE OF MANAGEMENT OR OFFICE TIME, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE ARISING.

SUBJECT TO THE INDEMNITY PROVISIONS AND LATE PAYMENT PROVISIONS BELOW, IN NO EVENT SHALL THE AGGREGATE LIABIITY OF EACH ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL SUMS PAID BY YOU TO US FOR OUR SERVICES DURING THE TWELVE-MONTH PERIOD PRIOR TO ANY CLAIM NOTIFIED BY YOU TO US. ALL COMPLAINTS, DISPUTES AND CLAIMS MUST BE NOTIFIED TO THE OTHER PARTY WITHIN 3 MONTHS OF ANY ALLEGED LIABILITY ARISING, AFTER WHICH TIME ALL LIABILITY SHALL BE DEEMED TO HAVE EXPIRED.

Nothing in these Terms and Conditions shall limit our liability in any way for death or personal injury, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal to exclude, or attempt to exclude, our liability.

MUTUAL INDEMNITY

Indemnification by Us. We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that any Services infringe or misappropriate such third party’s intellectual property rights, and will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by us in writing of, a claim against you, provided you: (a) promptly give us written notice of the claim against you; (b) give us sole control of the defence and settlement of the claim against you (except that we may not settle any claim against you 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 or misappropriation claim related to the Services, we may in our discretion and at no cost to you: (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching our warranties in these Terms and Conditions; (ii) obtain a license for your continued use of that Service in accordance with this agreement; or (iii) terminate your subscriptions for that Service upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated Subscriptions. The above defence and indemnification obligations do not apply to the extent a claim against you arises from Your Content, a non-ICPlan service outside the scope of the Order Form or your use of the Services in violation of this agreement.

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Indemnification by You. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that any of Your Content or your other content, data or actions infringes or misappropriates such third party’s intellectual property rights, or arising from your use of the Services or content in violation of the agreement or applicable law and you will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a settlement approved by you in writing of, a claim against us, provided we: (a) promptly give you written notice of the claim against us; (b) give you sole control of the defence and settlement of the claim against us (except that you may not settle any claim against us unless it unconditionally releases us of all liability); and (c) give you all reasonable assistance, at your expense.

Exclusive Remedy. This Mutual Indemnity section 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.

LATE PAYMENT

We shall have the right to pursue all claims for non-payment or payments disputes that arise against you under the Agreement in accordance with local applicable law in the UK or the EU country in which you are registered or operate in and we shall be entitled to pursue such claims in your local courts. Furthermore, we shall be entitled to claim interest at the applicable statutory rate on all late payments and to cover all costs and expenses of recovery, in addition. The limitations of liability above do not apply to your liability to pay undisputed Charges.

GENERAL LEGAL TERMS

Notices: Except as otherwise specified in this agreement, all notices related to this agreement will be in writing (including email) and will be effective upon: (a) personal delivery; (b) the second business day after mailing; or (c) the second day of sending by email. All notices of termination or an indemnifiable claim must be clearly identifiable as Legal Notices. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the main contact designated by you.

Severability: The foregoing paragraphs, sub-paragraphs and clauses of these Terms and Conditions shall be read and construed independently of each other. Should any part of this agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

Waiver: Failure by us to enforce any accrued rights under these Terms and Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.

Relationship of the Parties. The parties are independent contractors. This agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties; and you shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.

Third party beneficiaries: There are no third-party beneficiaries under this agreement.

Events outside our control: ICPlan shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events outside our reasonable control (Force Majeure Event). Our performance under these Terms and Conditions will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

Jurisdiction: These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.