Customer Terms and Conditions

Planary Ltd, is a company registered in England and Wales with company number 10366757 and registered office address at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (“Planary“, “we“, “us“, or “our“).

We provide access to an online children’s party and event marketplace that connects you with businesses who provide related goods and services in respect of those parties and events.

The Planary Services (as defined below) can be found at www.planary.com and any other website that we may provide the Planary Services through (collectively, the “Site“).

We set out below the terms and conditions upon which we shall provide the Planary Services to you (“Terms“). These Terms will apply to your purchase so please read them carefully.

Last updated on: 22nd October 2017

“Customer” means “you”, “your” or “yourself”, the buyer of any Vendor Services;

Customer Content” means all content that a Customer posts, uploads, publishes, submits or transmits to be made available through the Site;

“Customer Order” means any order for Vendor Services placed by a Customer through the Site;

“Event Outside of Our Control” has the meaning set out at clause 15.2;

“Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registerable rights, any applications made or rights to make applications in respect of any such rights;

“Planary Account” means your online account with Planary in respect of the Planary Services;

“Planary Services” means the grant by Planary to you of a personal, non-exclusive, non-transferable and fully revocable licence to use the Site;

“Vendor(s)” means our selected third-party providers of goods and services who offer their goods and services for sale via our Site.

“Vendor Services” means the goods and/or services which the Vendor is in the business of selling and supplying to Customers and which are marketed to Customers by the Vendor through use of the Site;

“Vendor Contract” has the meaning given in clause 3.1

“Vendor Terms and Conditions” means any Vendor terms and conditions of sale and/or terms of business (including without limitation that Vendor’s privacy policy, booking policy, delivery policy, health and safety policy, and returns/refund policy, as applicable).

2.1   These Terms, together with our Privacy Policy, Website Terms of Use, Acceptable Usage Policy and Cookie Policy, apply when you register as a Customer on the Site. They also apply when you access the Planary Services. These Terms will apply over and above any other terms that you seek to rely on including any terms which might be implied into the contract. Please do not use the Planary Services if you do not agree to these Terms.

2.2   These Terms make up the entire agreement between you and us. By using the Planary Services you agree that you are not relying on any other statement or promise that is not set out in these Terms. For the avoidance of doubt, these Terms will override any prior agreement, understanding or arrangement between us, whether made in writing or not.

2.3   Please print a copy of these Terms or save them to your computer for future reference.

2.4   Should we need to change these Terms from time to time to reflect changes in market conditions which affect our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities, then we have the right to do so. Please review these Terms regularly to make sure you are up to date.

3.1    Please follow the onscreen prompts to register for a Planary Account as a Customer on the Site. After you submit your registration you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your registration has been accepted. Our acceptance of your registration will take place as described in clause 3.3 below.

3.2    All information that you provide to us when registering for a Planary Account (“Registration Information”) must be accurate and complete. If any of your Registration Information changes then please ensure that you update us.

3.3    We will accept your registration by sending a confirmation email to you (Registration Confirmation) at which point these Terms will come into effect.

3.4    If we cannot accept your registration and are unable to provide you with access to the Planary Services for any reason, we will inform you of this by email and we will not process your registration. For the avoidance of doubt, we may reject your application for a Planary Account, or cancel an existing Planary Account, for any reason, at our sole discretion.

3.5    You must notify us if you become aware of any security breach of your Planary Account as soon as you become aware of it. You are responsible for keeping the password to your Planary Account secure. We are not responsible for any loss or damage suffered by you as a result of your failure to keep your password and Planary Account secure.

3.6    If you wish to stop using the Planary Services, you can deactivate your Planary Account by following the procedure set out at [LINK].

4.1    We will provide the Planary Services to you using reasonable care and skill.

4.2    If you tell us about any deadlines you would like us to meet in respect of the Planary Services then we will use reasonable endeavours to meet any such deadlines, where relevant, but any such dates are estimates only and failure to meet any such dates will not give you the right to terminate these Terms.

4.3    You may use the Site to purchase and/or book Vendor Services and place Customer Orders for and on behalf of yourself only.

4.4    Subject to clause 14, you will use the Planary Services and our Site at your sole risk. The Planary Services are provided on an “as is” and “as available” basis.

4.5    We may provide technical support in respect of the Site, but are under no obligation to you to do so. If we do provide you with such technical support then this shall be by email only.

4.6    We use third party vendors and hosting to provide the hardware, software, networking, storage, and related technology required to run the Site. We will have administrator’s access to all parts of the Site, including those parts that have been specifically tailored for you.

4.7    We may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Vendors but we do not make any representations about, confirm, or endorse any Vendor or the Vendor’s purported identity or background.

5.1    All Vendor Services shown on the Site are subject to availability and the images and/or descriptions of the Vendor Services on the Site are for illustrative purposes only. Actual Vendor Services may vary from those images and/or descriptions. We require our Vendors to ensure that all information provided by them for display on their page of the Site is accurate, complete and not misleading in any way but we cannot verify the information which they provide to us. It will be each Vendor’s responsibility to ensure that all of their Vendor Services listed on the Site are available and accurately described.

5.2    You need to communicate to the Vendor in advance any medical or health-related conditions and/or special needs that might affect or be affected by any Vendor Services (for example without limitation, allergy information, health issues and disability access requirements).

5.3    If you (or the person receiving the Vendor Services) fail to disclose any such information to the relevant Vendor, neither Planary nor the relevant Vendor shall be responsible to you (or the person receiving the Vendor Services) for any injury, loss or damages resulting from the Vendor Services that could reasonably have been avoided if you (or the person receiving the Vendor Services) had disclosed that information prior to receiving the Vendor Services.

6.1    Our role is to make the Site and the Planary Services available to you. The contract for the supply of the Vendor Services themselves will be between you and the Vendor (the “Vendor Contract“). We are not a party to the Vendor Contract.

6.2    The Vendor Contract is subject to certain provisions of these Terms, and also includes the separate Vendor Terms and Conditions, which will be made available on the Vendor’s page on our Site or by way of a link to such Vendor Terms and Conditions from that Vendor’s page on our Site. The Vendor must bring their Vendor Terms and Conditions to your attention before you place your Customer Order.

7.1    The Customer Order process allows you to check and amend any errors before you submit your Customer Order. Please make sure you take the time to read and check your Customer Order at each stage of the Customer Order process and before finally submitting your Customer Order.

7.2    Once you have submitted your Customer Order we will send you written confirmation (usually by email) (“Order Confirmation”) at which point the Vendor Contract will be formed.

7.3    You can make changes to your Customer Order by following the link in your Order Confirmation email. Please note that we will do our best to facilitate any changes you request to your Customer Order, but any changes will be subject to the Vendor Contract.

7.4    If you wish to cancel a Vendor Contract (i.e. if you wish to cancel a Customer Order after you have received an Order Confirmation), please refer to the cancellation policy in clause 8 below.

7.5    Please note, we reserve the right to withdraw access to our Site and/or cancel any Customer Order in the event that you fail any credit or fraud prevention check or where we reasonably suspect fraud or money laundering by you or someone using your Planary Account.

8.1    You agree and acknowledge that you shall be bound by the terms of the cancellation policy made known to you by each Vendor when placing a Customer Order.

8.2    For the avoidance of doubt, we are not responsible for any disputes that arise under any cancellation policies listed by the Vendor under their Vendor Terms and Conditions.

9.1    Please make sure that:

9.1.1  the information set out in your registration form and any Customer Order is complete, accurate and fully up to date at all times;

9.1.2  you co-operate with us fully in all matters relating to the Planary Services; and

9.1.3  you provide us with such information and materials we may reasonably require in order to provide access to the Planary Services.

9.2    You agree that you are not allowed to reproduce, duplicate, copy, sell, resell or exploit the whole or any part of Site.

10.1    The prices for the Vendor Services and any applicable delivery and/or processing charges will be as quoted on the Site, but may be subject to change by Vendors at any time (in which case the Site will be updated accordingly). If you have placed a Customer Order and have already received an Order Confirmation prior to the Vendor changing their price on the Site, then you will pay the price that was published at the time you placed your Customer Order.

10.2    Prices include VAT where applicable unless it is stated otherwise on the relevant page.

10.3    The Site contain details of a number of Vendor Services and it is possible that, despite our best efforts, some of the pricing and other information shown for certain Vendor Services are incorrect. In such an event, the Vendor is solely responsible for any errors and omissions in pricing and we shall have responsibility.

10.4    All payments between you and Vendors are made through the Site via Stripe Payments Europe Ltd (“Stripe Checkout”) or such other third-party payment gateways that we select from time to time.

10.5    When using Stripe Connect, you are agreeing to be bound by Stripe Checkout User Terms of Service, as amended by Stripe Checkout from time to time.

10.6    We are not a party to the Stripe Checkout User Terms of Service or any of Stipe Checkout’s other terms of business, and we have no responsibility to you in respect of these terms.

10.7    Please read the Vendor Terms and Conditions for any additional terms which might apply to payments made by you in respect of your Customer Orders.

11.1    We would hope that your experience in using the Vendor Services is a great one. However, if this is not the case, you understand and agree that:

11.1.1  the Vendor is solely responsible for dealing with any sales enquiries, matters or issues relating to Customer Orders or potential Customer Orders including dealing with your complaints;

11.1.2  the Vendor shall be solely and directly responsible to you if they fail to fulfil any of your Customer Orders or for any other legal liability which arises in respect of the Vendor Services. For the avoidance of doubt, we shall not be responsible whatsoever in respect of the Vendor Services except where we have been negligent; and

11.1.3  We shall refer any complaint we receive from you to the Vendor and the Vendor is required to acknowledge all complaints.

11.2    If you are unhappy with the Vendor Services received from a Vendor you can leave an honest review on the Vendor’s page to reflect your experience.

11.3    Please note, we are not responsible to you for the Vendor Services which the Vendors provide and are under no obligation to provide you with a refund or credit note in the event you are dissatisfied with Vendor Services which you have received from our Vendors. Please contact the Vendors as set out above if you are not happy with their Vendor Services.

12.1    We own all of the Intellectual Property Rights arising out of or in connection with the Planary Services except for any rights in any materials that you provide us with.

12.2    As a Customer you may upload Customer Content to the Site.

12.3    Any Customer Content uploaded to our Site by you will be considered non-confidential and non-proprietary.

12.4    We do not review or screen any Customer Content that a you upload, submit, post, or share on the Site, although we do reserve the right to do so.

12.5    We do not endorse any content or views expressed in any Customer Content and we are not responsible or liable in any manner for any conduct by any Vendor in connection with any Customer Content.

12.6    Whenever you upload Customer Content to the Site or use a feature that allows you to make contact with other users of our Site you must comply with the content standards set out in Our Acceptable Use Policy. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty.

12.7    You warrant that all Customer Content you supply to Planary in connection with these Terms and/or publish (or provides to Planary for publication) on the Site will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency.

12.8    You agree that we have a non-exclusive, royalty free, non-transferable licence to copy and modify Customer Content or any other materials provided by you to us under these Terms for the purpose of providing the Planary Services to you.

12.9    In addition to clause 12.8, you hereby grant us the right:

12.9.1  to use and publish the Customer Content in connection with the provision of Planary Services;

12.9.2  to use the Customer Content in any of our own advertising and marketing campaigns, on our Site and social media channels and for any other purpose that we deem fit; and

12.9.3  to remove, edit, cut-down or otherwise amend Customer Content published on the Site, including without limitation where such Customer Content does not, in Planary’s opinion comply with the warranties at Clause 12.7, or is otherwise in breach of these Terms.

13.1    We will treat your personal information with care, as set out in Our Privacy Policy.

13.2    In particular, we will use the personal information you provide to us to:

13.2.1  provide the Planary Services under these Terms;

13.2.2  process your payment for the Vendor Services; and

13.2.3  inform you about similar products or services that we provide, but you may cancel such notifications at any time by providing us with reasonable notice in writing sent to the details set out in these Terms.

13.3    We will not give your personal data to any third party, save as where required in connection with the Vendor Services. For the avoidance of doubt, this includes sharing your information with Vendors in connection with any Customer Order. Data shared in this instance includes, but is not restricted to, your contact details and profile information.

Your attention is particularly drawn to this clause

14.1    Nothing in these Terms limits or excludes our liability for:

14.1.1  death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;

14.1.2  fraud or fraudulent misrepresentation; or

14.1.3  any other liability which cannot be limited or excluded by applicable law.

14.2    However, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for:

14.2.1  loss of profits;

14.2.2  loss of sales or business;

14.2.3  loss of agreements or contracts;

14.2.4  loss of anticipated savings;

14.2.5  loss of use or corruption of software, data or information;

14.2.6  loss of or damage to goodwill; and

14.2.7  any indirect or consequential loss.

14.3    Unless set out in these Terms, we do not give any representations, warranties or undertakings in relation to the Planary Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by common law or otherwise are to the fullest extent permitted by law, excluded from these Terms.

14.4    Nothing in these Terms limits or affects the exclusions and limitations set out in Our Website Terms and Conditions of Use.

14.5    This clause 14 shall survive termination of these Terms.

14.6    We cannot guarantee the availability of any third-party payment gateways to which we provide links on the Site (including, without limitation, Stripe Checkout) or their suitability for payments for the Vendor Services, and we disclaim any liability for any losses that you suffer as a result of or arising from using any such third-party payment gateways.

14.7    We do not warrant:

14.7.1  that the Site will meet your specific requirements;

14.7.2  that the Site will be uninterrupted, timely, secure, or error-free;

14.7.3  that any information or results that may be obtained from the use of the Site will be accurate or reliable;

14.7.4  that the quality of any products, services, information, or other material purchased or obtained by you through the Site will meet your requirements or expectations; or

14.7.5  that any errors in the Site will be corrected.

15.1    In addition to our other rights, if you commit a material breach of any term of these Terms and (if such breach is remediable) fail to remedy that breach within 7 days of you being asked in writing to do so, we may suspend the performance of the Planary Services, or terminate these Terms by deactivating your Planary Account with immediate effect.

16.1    If we are unable to, or are delayed, in performing our obligations under these Terms, we will not be responsible if that failure or delay is caused by an Event Outside Our Control.

16.2    An Event Outside Our Control means any acts, events, omissions, or accidents outside our reasonable control, including without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.

16.3    If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

16.3.1  we will contact you as soon as reasonably possible to notify you; and

16.3.2  our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our performance of Planary Services to you, we will resume the Planary Services as soon as reasonably possible after the Event Outside Our Control is over.

17.1    We are a company registered in England and Wales. Our company registration number is 10366757 and our registered office is at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX. Our registered VAT number is 276 5220 96.

17.2    We greatly appreciate any feedback on your use of the Planary Services. Your feedback is important to us and will help us to identify improvements to the Planary Services. If you have any questions or if you have any complaints, please contact us.

17.3    You can contact us by e-mailing us at hello@planary.com

18.1    We may transfer our rights and obligations under these Terms to a third party, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Terms.

18.2    Any notice, invoice or other communication which either party is required to serve on the other party shall be served if sent to the other party at the address specified in these Terms or by email.

18.3    You may not assign, transfer, charge, sub-contract or otherwise deal with any part or all of these Terms without our prior written consent (not to be unreasonably withheld, conditioned or delayed).

18.4    The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

18.5    If any term of these Terms is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining terms.

19.1    Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. We hope that we would be able to resolve any complaint you may have internally. However, if you are not happy with how we have handled any complaint, we would seek to resolve this matter with you through an independent third party. Under current law we are obliged to provide you with details of an alternative dispute resolution provider. The provider that we would refer any matter to is CEDR whose details can be found at CEDR.

19.2    Online Dispute Resolution. If you enter into these Terms with us, you may wish to use the European Commission’s Online Dispute Resolution (ODR) platform to resolve any disputes that may arise between us. The ODR platform can be found here.

20.1    These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

21.1    You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).