These terms apply to IT Managed Services provided by Plum Networks Ltd, a company registered in England and Wales (company no. 14470184) with registered office at Devonshire House, Manor Way, Borehamwood, England, WD6 1QQ (“Plum Networks”), pursuant to an Order.
1. Agreement
1.1 Each Order between Plum Networks and the Customer incorporates these IT Managed Services General Terms and any applicable Service Specific Terms (together, the “Agreement”).
1.2 If there is any inconsistency between the documents forming the Agreement, the following order of precedence shall apply, where 1 has the highest precedence: (1) any agreed amendment or Amendment Notice; (2) the applicable Order; (3) applicable Service Specific Terms; and (4) these IT Managed Services General Terms.
2. Order process
2.1 Where the Customer identifies a requirement, it shall communicate that requirement to Plum Networks. Where Plum Networks wishes to fulfil the requirement, Plum Networks shall provide a Quote.
2.2 If the Customer wishes to proceed in accordance with the Quote, the Customer shall notify Plum Networks. Plum Networks may then provide an order form for signature via DocuSign or another method agreed in writing. The order form is an offer by the Customer subject to the terms incorporated into or referred to in the Quote. The Customer shall ensure that each order form is complete and accurate.
2.3 A binding contract shall not come into existence until Plum Networks accepts the order form.
2.4 Where Plum Networks provides professional services to the Customer, including project scoping or assistance during the sales process, before an Order has been accepted, those professional services shall be subject to Plum Networks’s Professional Services & Consultancy Service Specific Terms and shall be chargeable at Plum Networks’s then-current professional services rates.
3. Services and third-party services
3.1 Plum Networks shall provide, or procure the provision of, the Services and Systems materially in accordance with the applicable Order. Plum Networks shall use reasonable endeavours to provide, or procure the provision of, the Services and Systems promptly, having regard to the availability of personnel, supplies, facilities and commitments to other customers.
3.2 Any dates or times quoted for commencement or completion of any part of the Services or provision of Systems are estimates only unless the applicable Order expressly states that a date is binding.
3.3 Plum Networks may make reasonable changes to the specification, functionality, technology or method of delivery of a Service where required for security, legal, technical, operational or supplier reasons, or where the change does not materially reduce the overall functionality of the contracted Service. Where a third-party supplier materially changes or withdraws a product or service, Plum Networks may make corresponding changes or propose a replacement.
3.4 Plum Networks does not warrant compatibility with equipment, software, networks, integrations or other technology not supplied or expressly approved by Plum Networks, unless compatibility is expressly included in the applicable Order.
3.5 The Services and Systems may depend on third-party products and services, including Microsoft, Zoho, Xero, Xelion, Meta/WhatsApp, Google, connectivity providers, hosting providers, application programming interfaces (APIs), cloud platforms and AI or automation providers (“Third-Party Services”). Unless expressly stated in an Order, Plum Networks does not control and cannot guarantee the availability, performance, functionality, compatibility, security, pricing, licensing terms or continued availability of any Third-Party Service. Where a Third-Party Service is changed, withdrawn, suspended or materially restricted by its provider, Plum Networks shall use reasonable endeavours to assist the Customer with an alternative or appropriate mitigation, but shall not be responsible for the provider’s failure.
3.6 Where Vendor Products are supplied, the applicable Vendor Product Terms may also apply. The Customer shall comply with those terms where notified to it or incorporated into the applicable Order. Where the Vendor requires the Customer to contract directly with it, the Vendor’s terms shall govern that direct relationship. Nothing in these General Terms transfers to Plum Networks responsibility for matters which are expressly the responsibility of the Vendor.
4. Change control
4.1 The Customer may request, or Plum Networks may suggest, in writing or by email, an addition or amendment to the Systems and/or Services (a “Change Request”).
4.2 Following a Change Request, Plum Networks shall provide a written quotation or other reasonable description of the proposed change, including any change to Charges, additional or replacement Systems, recurring charges and any material impact on the provision of the Services or Support.
4.3 The Customer may accept or reject the Change Request in writing or by email. A Change Request shall not become binding until accepted by the Customer and recorded by an amended Order, new Order or other written confirmation agreed by the parties.
4.4 Where the Customer requests a Change Request, Plum Networks may charge for reasonable time spent investigating, designing or preparing the requested change at its then-current professional services rates.
5. Customer’s obligations
5.1 The Customer warrants that the Services shall be used by the Customer and its authorised users for the Customer’s internal business purposes. The Customer shall not resell the Services or permit unauthorised third-party access.
5.2 The Customer shall not, and shall procure that its employees, contractors and users do not, make false or misleading representations regarding Plum Networks, the Systems, the Services or Vendor Products, or use the Services in a deceptive, misleading or unlawful manner. Any Customer marketing material that specifically refers to Plum Networks or represents Plum Networks as the provider of a service shall be accurate and, where reasonably requested, submitted to Plum Networks for prior approval.
5.3 The Customer shall provide reasonable access to its premises, equipment, Systems, facilities and remote-access arrangements as reasonably required for Plum Networks to perform the Services; ensure that its premises comply with applicable health and safety requirements; provide true, accurate and complete information; make decisions and provide information or materials within reasonably requested timescales; and appoint an authorised person able to make binding decisions regarding the Agreement.
5.4 The Customer shall maintain accurate records of material changes, modifications, installations and removals affecting its infrastructure and shall ensure that software not supplied by Plum Networks is properly licensed and may lawfully be accessed or administered by Plum Networks where necessary to provide the Services.
5.5 The Customer shall, and shall procure that its authorised users and contractors shall: (a) use the Services lawfully and in accordance with applicable documentation; (b) notify Plum Networks promptly of faults or suspected unauthorised use; (c) not permit unauthorised persons to modify the Infrastructure; (d) ensure only authorised personnel contact Plum Networks for Support; and (e) protect passwords, access credentials and other authentication information.
5.6 The Customer shall perform Customer-administered tasks reasonably requested by Plum Networks in accordance with applicable product documentation or instructions. The Customer shall comply with applicable Vendor Product Terms.
5.7 Unless an Order or Service Specific Terms expressly includes backup or archive services, the Customer remains responsible for maintaining appropriate backup and archive arrangements. Where Plum Networks provides backup or archive services, the applicable Order or Service Specific Terms shall define the relevant retention, recovery, restore-testing and other service parameters. Unless expressly agreed otherwise, backup services are not intended to replace the Customer’s primary data storage.
5.8 The Customer is responsible for compliance with applicable laws and regulations in connection with its procurement and use of the Systems and Services.
5.9 If the Customer delays, fails to cooperate, provides inaccurate or incomplete information, or otherwise fails to perform a Customer obligation, Plum Networks shall not be responsible for resulting delay or failure to the extent caused by that failure. Plum Networks may reasonably extend affected timescales and may charge reasonable additional costs arising directly from the Customer’s default.
5.10 Where Plum Networks has introduced or manages a relationship with a Vendor on the Customer’s behalf, the Customer shall not knowingly circumvent Plum Networks by directly appointing that Vendor, or another intermediary to procure the same Vendor Product, during the relevant Order term and for twelve (12) months after termination of the relevant Order, except with Plum Networks’s written consent. This restriction does not prevent the Customer from purchasing a genuinely different service independently or where the Vendor relationship was demonstrably established independently of Plum Networks.
6. Acceptable use
6.1 The Customer shall comply with any service-specific usage limits or restrictions. Plum Networks may change reasonable usage limits where necessary to maintain security, capacity, stability or availability, giving notice where reasonably practicable.
6.2 The Customer shall not use a Service excessively, unusually or for a purpose other than that for which it is intended, or in a manner that materially interferes with the Services provided to other customers.
6.3 The Customer shall ensure that use of the Services by its employees, agents and contractors is lawful and complies with applicable laws, regulations and codes.
6.4 The Customer must not copy, rent, sub-license, display, reverse engineer, modify or alter software owned or developed by Plum Networks or its suppliers except as expressly permitted by the Agreement or by law.
6.5 The Customer shall not use the Services to infringe third-party rights, threaten, harass, stalk or abuse others, engage in unlawful activity, transmit spam or malicious code, or deliberately abuse or disrupt any Service.
6.6 The Customer shall not use the Services for safety-critical purposes where failure could reasonably be expected to cause death, personal injury, physical or environmental damage, disruption to critical supplies or communications, transport or health services, or serious economic damage, unless the relevant Service is expressly designed and contracted for that purpose.
7. Charges and payment
7.1 The Customer shall pay the Charges set out in each Order and any other Charges properly arising under the Agreement.
7.2 Plum Networks may increase Charges on at least sixty (60) days’ written notice. Where an increase is required as a result of a third-party supplier price increase, tax or regulatory change, Plum Networks may give such shorter notice as is reasonably practicable. Continued use after the effective date constitutes acceptance, subject to the Customer’s termination rights under section 18 where applicable.
7.3 Unless otherwise agreed, invoices are issued monthly in advance and are payable within fourteen (14) days of the invoice date. Invoices may be issued by email and made available through Plum Networks’s customer portal.
7.4 The Customer shall review invoices promptly. Genuine billing disputes must be notified in writing with reasonable detail within ninety (90) days of the invoice date. Undisputed amounts remain payable on the due date.
7.5 The Customer shall complete a direct debit instruction where required by the Order. Plum Networks may charge a £10 failed direct-debit re-presentation fee and, where agreed or stated in the Order, a £5 monthly administration charge for payment by another method.
7.6 Unless otherwise stated in an Order, the Customer shall reimburse reasonable expenses properly incurred by Plum Networks in providing the Services. Plum Networks may invoice Vendor Product disbursements in advance.
7.7 Charges are exclusive of VAT and other applicable taxes. Where withholding is required by law, the Customer shall provide evidence of the withholding and pay such additional amount as is required to ensure Plum Networks receives the amount it would otherwise have received, except to the extent the withholding arises from Plum Networks’s failure to provide reasonably required tax documentation.
7.8 If payment is overdue, Plum Networks may suspend affected Services and/or Systems after giving reasonable notice, charge interest at 4% per annum above the Bank of England base rate (or the maximum lawful rate, if lower), and recover reasonable costs of collection, including legal costs.
7.9 Acceptance of a payment does not constitute acceptance that the amount paid is the full amount due.
7.10 Where there is a bona fide invoice dispute, the Customer shall notify Plum Networks promptly and the parties shall act in good faith to resolve it. The Customer shall continue to pay undisputed amounts. Plum Networks may suspend affected Services where an undisputed overdue amount remains unpaid.
8. Warranties and liabilities
8.1 Except as expressly stated in the Agreement, all warranties, representations, guarantees, conditions and terms implied by law are excluded to the fullest extent permitted by law.
8.2 Subject to sections 8.3 and 8.4 and any different cap expressly stated in an Order, Plum Networks’s maximum aggregate liability arising out of or in connection with an Order or this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Charges paid by the Customer under the relevant Order in the twelve (12) months preceding the event giving rise to the liability (or, where the relevant Order has been in force for less than twelve months, the Charges paid under that Order).
8.3 Plum Networks shall not be liable for loss of profits, anticipated savings, loss of data, costs of substitute goods or services, business interruption, loss of use, loss of contracts, loss of management time, loss of goodwill or reputation, or any special, indirect, incidental, punitive, exemplary or consequential loss.
8.4 Plum Networks shall not be liable to the extent that loss or failure results from: (a) unauthorised or unapproved changes to the Services, Systems or Infrastructure; (b) abnormal or unlawful use; (c) unauthorised access except to the extent Plum Networks was expressly responsible for the relevant security controls; (d) Customer or unauthorised third-party interference; (e) failure of Customer systems, legacy systems or third-party integrations; or (f) failure, suspension or change of a Third-Party Service, except to the extent caused by Plum Networks’s breach of its express obligations.
8.5 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
8.6 Where Plum Networks fails to comply with an express obligation, it shall be given a reasonable opportunity to correct the failure and, where appropriate, re-perform the affected Services before the Customer pursues other contractual remedies, except where this would be inappropriate or unlawful.
8.7 The parties acknowledge that the exclusions and limitations in this section are intended to allocate commercial risk having regard to the Charges, nature of the Services, availability of insurance and the parties’ respective responsibilities. The effectiveness of any exclusion or limitation remains subject to applicable law.
9. Intellectual property rights
9.1 Save as otherwise set out in an Order, as between Plum Networks and the Customer, Plum Networks or its supplier retains all Intellectual Property Rights in the Services, Systems, Documentation, software, configurations, templates, methodologies, tools and other materials supplied or developed by Plum Networks or its suppliers.
9.2 Nothing in the Agreement transfers ownership of Plum Networks’s pre-existing materials, know-how, reusable components, scripts, templates, methodologies or tools to the Customer.
9.3 The Customer’s right to use Services, Systems and Documentation is limited to the rights expressly granted under the Agreement and applicable licence or Vendor Product Terms.
10. Term and termination
10.1 This Agreement comes into force on the Effective Date and shall remain in force for the Minimum Period specified in the applicable Order, or twelve (12) months if no Minimum Period is stated. It shall then renew automatically for successive twelve-month periods unless terminated in accordance with this section.
10.2 Unless an Order states otherwise, either party may give at least ninety (90) days’ written notice to terminate an Order with effect from the end of its then-current Minimum Period or Renewal Term.
10.3 Each Order is capable of being terminated separately. Termination of one Order does not automatically terminate unrelated Orders unless the parties expressly agree otherwise.
10.4 Either party may terminate the relevant Agreement or Order immediately by written notice if the other party commits a material breach which, where capable of remedy, is not remedied within thirty (30) days after written notice requiring it to do so.
10.5 Either party may terminate the relevant Agreement or Order where the other party becomes insolvent, enters administration or liquidation (other than for a solvent reconstruction), ceases or threatens to cease business, or is otherwise unable to pay its debts as they fall due.
10.6 Plum Networks may terminate an affected Order if there is a material change of control of the Customer which creates a material commercial, credit, regulatory or security risk, acting reasonably.
10.7 If a Vendor terminates or materially withdraws a Vendor Product on which an Order depends, Plum Networks may terminate the affected Service or Order on written notice. Plum Networks shall use reasonable endeavours to offer a reasonable alternative where one is available.
10.8 On termination, all accrued rights and payment obligations remain due. The Customer shall pay for Services provided, committed third-party costs and any non-cancellable Vendor Products properly ordered before termination, subject to the terms of the applicable Order.
10.9 Provisions intended by their nature to survive termination, including payment, confidentiality, intellectual property, data protection, liability, non-solicitation and applicable restrictions on use, shall survive.
11. Confidentiality
11.1 Neither party shall during the Term or after it has ended disclose to any person any confidential information or trade secrets relating to the other party’s business, affairs, customers, suppliers or methods, except as permitted by this section or required by law.
11.2 Confidential information includes corporate and marketing strategy, business plans, sales information, business methods and processes, technical information and know-how, inventions, designs, programmes, techniques, database systems, formulae, ideas, business contacts, customer and supplier lists, contract details and documents marked confidential.
11.3 The obligations in this section do not apply to information which the receiving party can demonstrate is publicly available other than through breach; was lawfully received from a third party without confidentiality obligations; must be disclosed by law, court order or regulator; or was independently developed without reference to the other party’s confidential information.
11.4 Each party may disclose confidential information to employees, agents, directors, officers, authorised subcontractors, auditors, professional advisers and consultants who need to know it, provided they are subject to appropriate confidentiality obligations.
12. Audit
12.1 During the Term and for two (2) years thereafter, the Customer shall keep complete and accurate records reasonably necessary to demonstrate compliance with the Agreement.
12.2 On at least thirty (30) days’ notice, Plum Networks may examine relevant records during normal business hours solely to verify compliance. Plum Networks shall minimise disruption and comply with the Customer’s reasonable security and confidentiality requirements.
12.3 If an audit identifies material non-compliance or an underpayment, the Customer shall reimburse reasonable audit costs and pay any outstanding amounts within thirty (30) days of notification.
12.4 Nothing in this section gives Plum Networks a right to inspect information which is subject to legal privilege or unrelated to the Agreement.
13. Data protection
13.1 For Personal Data processed by Plum Networks on the Customer’s behalf in providing the Services, the Customer is the Data Controller and Plum Networks is the Data Processor, except where applicable law or the nature of a particular processing activity makes Plum Networks a controller in its own right.
13.2 Each party shall comply with Data Protection Laws applicable to it. The Customer is responsible for ensuring that it has a lawful basis for processing Personal Data and for providing any required privacy information and instructions to Plum Networks.
13.3 Plum Networks shall process Protected Data only on the Customer’s documented instructions, including instructions relating to international transfers, unless required by applicable law. Where law requires processing otherwise, Plum Networks shall, unless prohibited by law, inform the Customer before carrying out the processing.
13.4 Plum Networks shall ensure that persons authorised to process Protected Data are subject to confidentiality obligations and shall implement appropriate technical and organisational measures appropriate to the risk.
13.5 The Customer warrants that its instructions and use of the Services will not require Plum Networks to process Personal Data unlawfully. Plum Networks shall inform the Customer promptly if it reasonably considers that an instruction infringes Data Protection Laws.
13.6 The Customer gives general authorisation for Plum Networks to appoint Sub-processors for the processing of Protected Data. Plum Networks shall maintain an up-to-date list or provide relevant information on request and shall impose data-protection obligations on Sub-processors consistent with applicable Data Protection Laws.
13.7 Plum Networks shall notify the Customer of any intended material addition or replacement of a Sub-processor where required by Data Protection Laws. The Customer may object on reasonable data-protection grounds within fourteen (14) days of notice. The parties shall work in good faith to resolve a valid objection; if no reasonable alternative exists, the Customer may terminate the affected Service or Order on reasonable written notice.
13.8 Plum Networks shall provide reasonable assistance with Data Subject Requests, security obligations, data protection impact assessments, regulatory consultation and Personal Data Breach obligations, taking into account the nature of the processing and information available to Plum Networks. Assistance beyond normal Service scope may be chargeable at Plum Networks’s then-current professional services rates.
13.9 Plum Networks shall notify the Customer without undue delay after becoming aware of a Personal Data Breach affecting Protected Data and shall provide information reasonably available to it to assist the Customer in meeting its legal obligations.
13.10 At the Customer’s written request, Plum Networks shall delete or return Protected Data at the end of the relevant Services, unless applicable law requires continued retention. Backup copies may be retained for the period required by normal backup cycles and shall remain protected and inaccessible for ordinary use.
13.11 Where processing involves a restricted international transfer, Plum Networks shall use an appropriate transfer mechanism permitted by UK Data Protection Laws, which may include an adequacy regulation, the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another lawful mechanism applicable at the relevant time.
13.12 Plum Networks may use Protected Data to the extent reasonably necessary to provide Support, maintain the Services, investigate faults, monitor security, prevent abuse, comply with law and protect the integrity of its systems. Where data is used for service analytics, improvement or development, Plum Networks shall use aggregated or anonymised data wherever reasonably practicable.
13.13 Plum Networks shall not use identifiable Protected Data to train a general-purpose AI model or disclose it to an AI provider for model training unless the relevant processing is expressly authorised by the Customer in an Order or documented instruction and is lawful under applicable Data Protection Laws.
13.14 Where AI, transcription, automation or similar technology is used as part of a Service, the applicable Order or Service Specific Terms may specify the provider, purpose, data involved, retention period and any human-review requirements. The Customer remains responsible for reviewing and approving consequential outputs where the Service is not expressly contracted to make autonomous decisions.
13.15 The parties shall provide each other with reasonable information required to demonstrate compliance with Article 28 and applicable Data Protection Laws. Any audit or inspection by the Customer shall be subject to reasonable prior notice, confidentiality, security and minimal disruption. The Customer shall reimburse reasonable costs where an audit is requested more frequently than required by law or due to a Customer-specific requirement.
14. Non-solicitation
14.1 During the Agreement and for twelve (12) months afterwards, the Customer shall not knowingly solicit for employment or engagement any Plum Networks employee or contractor with whom the Customer has had material dealings in connection with the Services, without Plum Networks’s prior written consent.
14.2 This restriction does not prevent recruitment resulting from a general advertisement or recruitment campaign not specifically targeted at Plum Networks personnel.
14.3 The parties acknowledge that a breach may cause loss which is difficult to quantify. Any contractual remedy or compensation for breach shall be subject to applicable law and shall be reviewed by the parties’ legal advisers.
15. Force majeure
15.1 If Plum Networks is prevented or delayed in performing an obligation by Force Majeure, the affected obligations shall be suspended for the duration and extent of the Force Majeure.
15.2 The parties shall consult in good faith on reasonable steps to mitigate the effects of the Force Majeure, and Plum Networks shall use reasonable endeavours to mitigate its effects.
15.3 If Force Majeure continues for more than ninety (90) days, either party may terminate the affected Services or Orders on written notice. If all Services and Systems are affected, either party may terminate the Agreement.
16. Use of sub-contractors and agents
16.1 Unless otherwise expressly stated in an Order, Plum Networks may engage persons, companies or firms as agents or subcontractors to perform all or any of its obligations under the Agreement. Plum Networks remains responsible for the performance of its contractual obligations, subject to the liability provisions of section 8.
17. Relationship between the parties
17.1 Nothing in the Agreement creates an employment, joint venture, partnership or agency relationship between Plum Networks and the Customer. Neither party has authority to bind the other except where expressly agreed in writing.
18. General
18.1 The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes prior agreements and understandings relating to that subject matter.
18.2 Each party acknowledges that, in entering into the Agreement, it has not relied on any representation, warranty, undertaking or promise other than those expressly set out in the Agreement, except that nothing in this section limits liability that cannot lawfully be limited.
18.3 If any provision is invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in force.
18.4 Plum Networks may update these General Terms on at least thirty (30) days’ notice where reasonably required to reflect changes in law, regulation, security requirements, supplier terms, technology or administrative processes. An update shall not materially reduce the core contracted Services or materially increase the Customer’s obligations or Charges without the Customer being given a reasonable right to terminate the affected Service or Order.
18.5 Plum Networks may withdraw a particular Service where a supplier ceases to provide it, it is no longer commercially or technically viable, or it is required for legal, regulatory or security reasons, on at least thirty (30) days’ notice where reasonably practicable. Where the withdrawal materially affects an active Order, Plum Networks shall use reasonable endeavours to provide an alternative and, where no reasonable alternative is available, the Customer may terminate the affected Service or Order.
18.6 Except as permitted under sections 18.4 and 18.5 or expressly provided in an Order, amendments to the Agreement must be agreed in writing by the parties.
18.7 No delay or failure to exercise a right constitutes a waiver. A waiver must be in writing and applies only to the specific circumstance for which it is given.
18.8 The parties do not intend any term of the Agreement to be enforceable under the Contracts (Rights of Third Parties) Act 1999.
18.9 The Customer shall reimburse Plum Networks for reasonable costs and expenses incurred in enforcing the Agreement or exercising contractual rights, subject to applicable law and any court’s discretion.
18.10 The Customer may not assign its rights or obligations under the Agreement without Plum Networks’s prior written consent, except as part of a bona fide sale of substantially all of its business where the assignee agrees in writing to assume the Customer’s obligations.
18.11 The Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
18.12 Notices under the Agreement must be in writing and may be delivered by hand, pre-paid recorded delivery, recognised courier or email to the address or email address specified in the Order or otherwise notified for notices. Email notices are deemed received when transmission is confirmed by the sender’s system without an error message, unless the sender receives a delivery failure notification.
19. Definitions and interpretation
19.1 In this Agreement, the following terms have the following meanings:
Agreement means these General Terms, the applicable Order, Service Specific Terms and any agreed amendments.
Applicable Law means any law, regulation, binding regulatory requirement, court order or mandatory code applicable to a party or the relevant Services.
Charges means the charges payable by the Customer for the Services and Systems as set out in the relevant Quote and/or Order.
Customer means the person or organisation identified as the customer in the relevant Order.
Data Controller means the controller as defined by applicable Data Protection Laws.
Data Processor means the processor as defined by applicable Data Protection Laws.
Data Protection Laws means the UK GDPR, Data Protection Act 2018 and any other applicable UK data-protection or privacy legislation, together with any replacement, amendment or re-enactment.
Data Subject means an identified or identifiable natural person whose Personal Data is processed.
Data Subject Request means a request made by a Data Subject to exercise rights under applicable Data Protection Laws.
Documentation means user manuals, operating manuals and other documentation supplied by Plum Networks or its suppliers relating to the Services or Systems.
Effective Date means the date on which the relevant Agreement or Order comes into force.
Force Majeure means an event beyond the reasonable control of the affected party, including war, terrorism, riot, fire, flood, severe weather, utility failure, telecommunications failure, cyber attack, industrial action, shortage of staff, supplier failure, government action or other similar event.
Infrastructure means the hardware and software infrastructure identified in an Order or otherwise managed by Plum Networks under the Services.
Intellectual Property Rights means patents, copyright, database rights, trademarks, domain names, design rights, trade secrets, know-how and other intellectual property rights recognised by law.
Order means a document accepted by Plum Networks setting out the Services and/or Systems to be provided to the Customer.
Personal Data means personal data as defined by applicable Data Protection Laws.
Personal Data Breach means a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Protected Data.
Processing means processing as defined by applicable Data Protection Laws.
Protected Data means Personal Data received from or on behalf of the Customer in connection with Plum Networks’s performance of the Agreement.
Quote means a quotation for Services and/or Systems submitted by Plum Networks.
Services means the managed, support, professional or other services to be provided by Plum Networks as specified in the relevant Order.
Service Specific Terms means service-specific contractual terms applying to a particular Service.
Sub-processor means a processor engaged by Plum Networks to process Protected Data on behalf of the Customer.
Systems means technology solutions, licences, subscriptions and Infrastructure procured or managed by Plum Networks as specified in an Order.
Third-Party Services means products, platforms, software, APIs, connectivity, hosting, cloud, AI, communications or other services provided by a third party and used in connection with the Services.
Vendor means a third-party supplier of Vendor Products.
Vendor Product Terms means terms issued by a Vendor that apply to Vendor Products.
Vendor Products means third-party products or services procured, supplied or managed by Plum Networks on behalf of the Customer.
19.2 Headings are included for convenience only and do not affect interpretation.
19.3 References to the singular include the plural and vice versa, and references to a person include a company or other legal entity.
19.4 References to writing include email unless the Agreement expressly requires a signed document.
Schedule 1 – Data Processing Details
This Schedule forms part of section 13 (Data protection).
1. Scope of processing
Plum Networks shall process Personal Data only to the extent necessary to provide the Services and Systems under the Agreement.
2. Purpose of processing
To provide, support, maintain, secure and administer the Services and Systems and to perform the Customer’s documented instructions.
3. Categories of Data Subjects
Employees, customers, suppliers, service providers, enquirers, complainants and other individuals whose Personal Data may be accessible through the Customer’s systems in providing the Services.
4. Types of Personal Data
Names, email addresses, telephone numbers, job titles, account or system identifiers and other Personal Data present on the Customer’s systems which may be accessed in providing the Services.
5. Special categories
Special category Personal Data may be present on Customer systems and may be incidentally accessed where necessary to provide the Services. Plum Networks shall not intentionally collect such data except where expressly required by an Order or documented instruction.
6. Processing activities
Accessing, reading, consultation, storage where required for the Services, transmission where required for support, and deletion or destruction. Personal Data accessed during ordinary Support shall not be intentionally copied or retained unless necessary for the Service.
7. Duration
From commencement of the relevant Service until termination or expiry, subject to the deletion/return provisions in section 13.
8. Sub-processors
Plum Networks may use Sub-processors and Vendors as permitted by section 13. The applicable current list may be provided to the Customer on request.
9. Processing locations
The United Kingdom and any other countries used by Vendors or Sub-processors in accordance with section 13 and applicable international-transfer requirements.
Questions about these terms? Call 0208 905 9060 or email office@plumnetworks.co.uk.