Digital Planning Directory
Provider Terms and Conditions
1. Who we are
1.1 The Digital Planning Directory, digitalplanningdirectory.org (the Directory) is a one-stop shop for state-of-the-art digital planning solutions. The Directory lists providers offering digital planning tools, services, and platforms. Seed-funded by the Ministry of Housing, Communities, and Local Government (MHCLG), the Directory is a service delivered and managed by the Digital Task Force for Planning.
1.2 digitalplanningdirectory.org is a website operated by Digital Task Force for Planning (the Task Force), a Not-For-Profit Company Limited by Guarantee (Registered in England & Wales No: 14435823). Registered Address: 167-169 Great Portland Street, 5th Floor, London W1W 5PF. Our VAT number is 465 8635 49.
1.3 To contact us, please email info@digital4planning.com.
1.4 The terms we, us, our refer to the Task Force. The terms you, your and Provider refer to providers who are listed in the Directory (or wish to be listed in accordance with these Terms and Conditions).
2. The Directory Service
2.1 If your application for an account with us is accepted, validated and approved by the Task Force in accordance with our account registration procedures and processes as applicable from time to time then, in consideration of payment of the Subscription Fee in accordance with clause 4 of these Terms and Conditions, we will list the agreed profile of your business in the Directory on our Website (the Service).
2.2 These Provider Terms and Conditions (Terms and Conditions) set out the terms and conditions upon which we will provide the Service to you. By completing our Registration Form you agree to be bound by these Terms and Conditions.
2.3 The Task Force publishes on the Website FAQs and other information about the Directory and the Service, including for example eligibility criteria for inclusion in the Directory, information on how to apply for registration of an account and the amount of the Subscription Fees applying from time to time. The FAQs may be altered and updated by the Task Force from time to time.
2.4 The FAQs do not form part of our legal agreement with you and if there is any conflict or inconsistency between any of the FAQs and any provision of these Terms and Conditions, the provision in the Terms and Conditions shall prevail.
2.5 We undertake a validation process (as described in the FAQs) for listings in the Directory. Even if a Provider falls within the eligibility criteria described in the FAQs the Task Force and the Ministry of Housing, Communities and Local Government (MHCLG) reserve the right to decline any application for inclusion in the Directory at its sole discretion.
2.6 Your listing in the Directory begins on the date notified to you following completion of the applicable listing requirements, including validation and the payment of any Subscription Fee due. It will then continue annually, subject to payment of the applicable Subscription Fee and unless you choose not to renew (see paragraph 4.3) or the listing is terminated sooner in accordance with these Terms and Conditions.
2.7 We reserve the right to change our Website and the Directory from time to time to reflect changes to our offering, our users’ needs, our business priorities and changes in applicable law. This may include changing the order of listings, the categories of businesses listed, the details included or the way listings are displayed. We may need to make changes to these Terms and Conditions from time to time, notification of which will be posted on our Website.
3. Your obligations
3.1 By applying for inclusion in the Directory you undertake that all information you provide us in the course of your registration application (including without limitation information in your business profile and any case studies and testimonials) is complete and accurate and not misleading or untrue in any way.
3.2 It is your responsibility to keep your information accurate and up to date by logging into your account and making any necessary changes. We will not be liable for any consequences of inaccuracies. You may also revise your business profile and other information. If we consider any revisions to be unacceptable or inappropriate, we will notify you and ask you to revise it. If you do not do so within five working days after such notification, we reserve the right to suspend your listing until the requested changes have been made.
3.3 If you include any third party materials or any personal data in your public profile (including in case studies and testimonials) for inclusion in the Directory you must obtain and maintain all necessary permissions. We reserve the right to require you to verify that permission has been obtained and to exclude and remove materials and information where we believe on reasonable grounds that a necessary permission has not been given or has been withdrawn or that inclusion in the Directory is not permitted by applicable law.
3.4 On registration, you will be asked to create a user name and password. You are responsible for all uses of the Service using your user name and password and for preventing their unauthorised use. You must treat such information as confidential and you must not disclose it to any third party outside your business.
3.5 We have the right to disable any user identification code, user name or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of the Website Terms of Use or these Terms and Conditions.
3.6 If you know or suspect that anyone other than yourself knows your user identification code or password, you must promptly notify us at info@digital4planning.com if the details were allocated to you by us, or immediately change your username and/or password (as applicable) if they were chosen by you.
4. Fees
4.1 The fee for your inclusion in the Directory (Subscription Fee) is calculated and payable annually on the anniversary of the start of your Subscription (unless otherwise stated) in advance. We shall be under no obligation to provide the Service until the Subscription Fee has been paid.
4.2 The prevailing amount of the Subscription Fee is as published on the Website in the FAQs from time to time, or as otherwise agreed in writing between you and us. We reserve the right to alter the Subscription Fee at any time for the next renewal, but any changes shall not apply retrospectively. A reminder of the auto renewal will be sent to you 30 days in advance of the annual renewal date. You can withdraw your listing in the Directory anytime.
4.3 Once your listing has been made publicly available on the Website by us you cannot terminate your agreement with us prior to the expiry of the registration period. You may choose to remove your listing in the Directory immediately, or cancel your auto renewal in advance, but any Subscription Fee paid will not be refunded.
4.4 The Subscription Fee paid or payable under these Terms and Conditions is non-refundable even if these Terms and Conditions and your access to our Website and the Service are terminated for any reason.
5. Intellectual Property
5.1 We own all intellectual property rights in and to: (i) the Website, the Directory and our Service (including the database, design, layout, text and graphics) and the software incorporated in them; and (ii) the name and unregistered trade mark “Digital Planning Directory” and any other name or mark we may use in relation to the Directory from time to time (Marks) (together (i) and (ii) are referred to as our Intellectual Property).
5.2 You agree not to use or copy our Intellectual Property or the marks “Digital Task Force for Planning”, “the “Task Force”, “MHCLG” or “Ministry of Housing, Communities, and Local Government” or their respective logos, or any part thereof, without our prior written consent. Any breach of this requirement will constitute a material breach of these Terms and Conditions entitling us to suspend or terminate your access to our Website, the Directory and the Service.
5.3 We grant you a non-exclusive, non-transferable, revocable, royalty-free, limited licence to use the Marks (but not, for the avoidance of doubt, the marks “Digital Task Force for Planning”, “the “Task Force”, “MHCLG” or “Ministry of Housing, Communities, and Local Government” or their respective logos) for the sole purpose of enabling you to identify for advertising and marketing purposes that you are listed in the Digital Planning Directory. Any further use of Marks beyond the scope of this licence shall be subject to our prior written consent. All rights granted to you under this clause shall automatically cease upon termination of our agreement with you under these Terms and Conditions for any reason.
5.4 Any goodwill generated from your use of any of our Marks shall inure to our benefit.
5.5 Any content or materials you provide to us for inclusion in the Directory will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you grant us a limited licence to use, store and copy that content for the purpose of assessing your application for inclusion in the Directory, validating your details and listing and to promote, distribute and make it available to third parties as part of the Directory.
5.6 You acknowledge that we are entitled to disclose your identity to any third party who is claiming that any content in your listing in the Directory breaches their intellectual property rights or infringes their data protection rights or right to privacy.
6. Disclaimer
6.1 We reserve the right to reject, and/or ask you to remove and/or amend any content or other material submitted for inclusion on the Directory which in our sole opinion is defamatory, infringes the copyright, trade mark, database other proprietary rights or breaches the data protection or privacy rights of any person, constitutes unlawful advertising or which is illegal or does not meet our standards. You are solely responsible for maintaining a copy of your content for back-up purposes.
6.2 We do not make any representation or endorsement of the creditworthiness or value of any user of the Directory who contacts you as a result of your listing in the Directory, nor does your listing in the Directory constitute any endorsement of you, your products or services by the Task Force or MHCLG.
6.3 We accept no liability for any dealings which take place between you and users of the Directory, nor do we accept any responsibility or liability for any loss suffered by you or by any of your customers or any other person arising out of your listing in the Directory, howsoever caused.
6.4 You agree to indemnify us and hold us harmless from and against any liabilities, damages, losses (whether direct or indirect), fines, expenses and costs (including all interest, penalties and professional costs and expenses) arising out of: (i) your listing in the Directory; (ii) any materials or information you supply to us in connection with the Website, Directory or your application to be included in it; or (ii) any service or product supplied by you to customers.
7. Warranties
7.1 We warrant that we will use all reasonable skill and care in providing the Service to you and in ensuring the availability of our Website during your Subscription.
7.2 Notwithstanding the foregoing, because of the nature of the internet we do not guarantee that our Website or the Directory, will always be available or uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons.
7.3 We do not give any other warranties in respect of the Service, the Directory and the Website. In particular, although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date. We use industry standard anti-virus software but do not warrant or guarantee that our Website will be free from viruses, trojans or other malicious code.
7.4 All implied conditions, warranties, representations or other terms that may apply to our Website, the Directory and/or the Service are excluded from these Terms and Conditions to the extent that they may be excluded as a matter of law.
7.5 You warrant and undertake that:
7.5.1 you have the full right, power and authority to enter into these Terms and Conditions;
7.5.2 the performance of your obligations under or pursuant to these Terms and Conditions does not and will not violate any other agreement to which you are a party;
7.5.3 the information and materials you provide are, and will at all times be, complete and accurate and not misleading or untrue in any way;
7.5.4 you will provide and maintain any links published on our Website which link to your owned and operated channels only;
7.5.5 you will fully co-operate with us in all matters relating to the Service, including any investigations we may carry out relating to a customer complaint; and
7.5.6 you will provide all documents, information, items and materials reasonably required by us as it relates to our provision of the Website, the Directory and the Service.
8. Confidentiality
8.1 We each undertake that we shall not at any time (i) disclose to any person any Confidential Information of the other party, except as permitted by clause 8.2.
8.2 Each party may disclose the other party’s Confidential Information:
8.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause; and
8.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 Each of us will take all commercially reasonable measures to maintain the confidentiality of such Confidential Information in our possession or control, which will in no event be less than the measures we use to maintain the confidentiality of our own confidential information of similar importance.
8.4 No party may use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms and Conditions.
8.5 Confidential Information means any information disclosed to the other party, which is either marked as confidential or is disclosed in such a manner that it is reasonable to assume that the party disclosing it expects the other party to keep it confidential.
8.6 The obligations of this clause do not apply to Confidential Information that: (i) is in or enters the public domain without breach of these Terms and Conditions; (ii) the receiving party lawfully receives from a third party who is not restricted, through a non-disclosure agreement or otherwise, from disclosing it; or (iii) the receiving party develops independently as evidenced by written documentation; or (iv) such Confidential Information that a party is compelled to disclose to a court or regulatory body.
9. Limitation of Liability
9.1 We will use our reasonable endeavours to remedy faults in the Service and the Website. If we are in breach of these Terms and Conditions, you agree (without prejudice to the remainder of this clause) that your only recovery is for losses that you incur. Without prejudice to clauses 9.2 and 9.3 and subject to clause 9.4 our total aggregate liability to you under or in connection with these Terms and Conditions, Website Terms of Use and Privacy Notice, whether in contract, tort (including negligence) or otherwise, shall be limited to the amount of the Subscription Fee paid or payable in relation to your listing for the relevant year of the Service.
9.2 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, even if foreseeable, arising under or in connection with (i) use of, or inability to use, our Website, the Directory or the Service; or (ii) use of or reliance on any content displayed on our Website.
9.3 In particular, we will not be liable for (i) any loss of profit, sales, contracts, business or revenue (whether direct or indirect); (ii) any indirect, economic or consequential loss of any kind (whether or not you have been advised of the possibility of any such loss arising); (iii) loss of business opportunity; (iv) loss of or damage to goodwill or reputation; (iv) loss or corruption of data; or (v) loss of anticipated savings.
9.4 Notwithstanding the above provisions of this clause 9, our liability will not be limited in the case of fraud or for death or personal injury caused by our negligence.
10. Privacy
The information that you provide about yourself to us will only be used by us in accordance with our Privacy Policy, accessible on our Website.
11. Termination
11.1 Without prejudice to any of our rights or remedies at law, these Terms and Conditions and your access to our Website, the Directory and the Service may be terminated by us with immediate effect (or following such notice period as we see fit), by giving written notice to you if:-
11.1.1 you do not pay the Subscription Fee on the due date for payment and you remain in default for more than 30 days after being requested in writing to make such payment;
11.1.2 you commit a material breach any of these Terms and Conditions or Website Terms of Use, and (if such breach is remediable) you fail to remedy that breach within five working days after being requested in writing (which includes by email) to do so;
11.1.3 you repeatedly breach any of these Terms and Conditions or Website Terms of Use in such a manner as to give us reasonable justification to believe that you do not intend or are not able to comply with those terms;
11.1.4 you provide any false or misleading information, or make any misrepresentation in connection with your application for a listing and/or your business and the services you provide; or
11.1.5 in our reasonable opinion you have become involved in any situation or do anything which is likely to have a negative effect on the reputation of the Directory or the Task Force or bring them into disrepute.
11.2 Either party may terminate these Terms and Conditions with immediate effect by giving written notice to the other if that other party (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect or (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies, or if either party becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets or ceases or threatens to cease to carry on business.
11.3 Upon termination of these Terms and Conditions for any reason your rights under clause 5.3 (Intellectual Property) shall immediately cease.
11.4 Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after termination of these Terms and Conditions shall remain in full force and effect.
11.5 Termination of these Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination.
12. General
12.1 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.
12.2 Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control (which shall not include failure caused by negligence or the financial condition of either party).
12.3 We may transfer, subcontract and/or assign our rights and/or our obligations under these Terms and Conditions and this will not affect your rights. You may not transfer, subcontract or assign any of your rights or obligations under these Terms and Conditions.
12.4 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
12.5 These Terms and Conditions, together with the Website Terms of Use and Privacy Notice and d any additional terms specifically agreed in writing between us in relation to the Service, represent the entire terms agreed between us in relation to its subject matter. You acknowledge that in agreeing to these Terms and Conditions you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions. You agree that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions or the Website.
12.6 These Terms and Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
12.7 These Terms and Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. We each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or their subject matter or contract formation.