Vendor Terms and Conditions

This agreement sets out the terms and conditions upon which Planary shall provide the Planary Services and any Additional Planary Services to you (“Terms“)

Planary Ltd, Company Registration Number 10366757 and registered address Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX hereinafter referred to as “Planary“, “we“, “us“, or “our“) provides the Planary Services, a children’s party and event marketplace that connects Vendors, who provide related goods and services with Customers seeking to buy such goods and services. The Planary Services are accessible at www.planary.com and any other website through which Planary makes the Planary Services available (collectively, the “Site“). Vendors are also referred to as “you“, “your” or “yourself”.

These terms were last updated on 17th September 2017.

“Additional Planary Services” means any services provided by Planary to you;

“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Commission” means the commission, payable by you to Planary in respect of the Planary Services (based on a percentage of the total value of a Customer Order as set out in the Pricing Table);

“Customer” means any person who purchases or receives 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;

“Customer Terms and Conditions” means the booking terms and conditions between Planary and the Customer;

“Data Protection Legislation” means the DPA, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws and regulations relating to the processing of personal data and privacy;

“DPA” means the Data Protection Act 1998 (as amended from time to time);

“Event Outside of Our Control” has the meaning set out at clause 14.2;

“Fees” means the fees, including the Commission, payable by you in respect of the Planary Services and the Additional Planary Services as set out in the Pricing Table;

“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;

“Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Planary. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;

“Page(s)” means the internet page or pages and contents of your designated section of the Site (including your “homepage”) along with any applicable page or pages and contents of your own website(s) or other website;

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

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

“Pricing Table” means the table at Planary Sell page which lists out each of the Planary Services and any Additional Planary Services and the respective Fees payable by you in respect of them from time to time;

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

“Vendor Content” means any information, documentation, equipment, software, photographs, images, video, text, music, sound, audio file or other content or material (which may include your name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to these Terms;

“Vendor Dashboard” means the online dashboard made available to you under these Terms pursuant to the Planary Services, which permits you to view, process and access data relating to all Customer Orders;

“Vendor Terms and Conditions” means your terms and conditions of sale and/or terms of business (including without limitation your 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 to the registration by you as a Vendor on the Site and the subsequent supply of the Planary Services or any Additional Planary Services by us to you. These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. If you do not agree with these Terms you must not use the Planary Services or any Additional Planary Services.

2.2. These Terms are the entire agreement between you and us in relation to their subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms. For the avoidance of doubt, these Terms contain all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

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

2.4. We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities, so please review these Terms regularly.

2.5. Please follow the onscreen prompts to register for a Planary Account as a Vendor 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 2.8.

2.6. You shall ensure that any information or documents including but not limited to scanned copies of identification documents, Disclosure and Barring Services (“DBS”) certificates, Food Standards Agency (“FSA”) certificates, insurance certificates and any other applicable certificates requested by Planary to open your Planary Account (“Registration Information”) will be provided accurately and completely, and you shall keep the Registration Information fully up to date at all times.

2.7. You agree and acknowledge that, where you have indicated in your Registration Information that you provide Vendor Services under the Entertainer category, we shall conduct further identity validation checks using a third party service provider, for example Callcredit Information Group Ltd.

2.8. Subject to clause 2.9 below, our acceptance of your registration takes place when we send a confirmation email to you (Registration Confirmation) at which point and time these Terms come into effect (Commencement Date).

2.9. In relation to circumstances where clause 2.7 applies the Registration Confirmation shall be sent to you after we have carried out such checks.

2.10. If we cannot accept your registration and are unable to supply you with the Planary Services or any Additional Planary Services for any reason, we will inform you of this by email and we will not process your registration as a Vendor. 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.

2.11. If at any time post the Commencement Date you wish to purchase any Additional Planary Services, please follow the onscreen prompts to place an order. You may only submit an order for Additional Planary Services using the method set out on the Site. Each order is an offer by you to buy the Additional Planary Services specified in the order subject to these Terms.

2.12. After you place an order for Additional Planary Services, the process set out in clauses 2.5 to 2.8 shall apply as relevant to the acceptance of your order for Additional Planary Services.

2.13. You are responsible for keeping the password to your Planary Account secure. We will not be liable for any loss or damage arising out of or in respect of your failure to maintain the security of your Planary Account and password. You shall immediately notify Planary of any security breach of your Account.

2.14. Where you have elected to receive Planary Services and/or Additional Planary Services, and if you wish to cease receiving one or more of the same, you must give Planary at least 30 days’ notice in writing and will remain liable in full to pay any applicable Fees or Commission due to Planary during such notice period.

3.1. In consideration of payment by you of the Fees and you performing all your other obligations set out in these Terms, Planary shall provide the Planary Services and any Additional Planary Services as set out in your registration form or any subsequent order for services to you.

3.2. We warrant to you that the Planary Services and any Additional Planary Services will be provided using reasonable care and skill.

3.3. We will use all reasonable endeavours to meet any performance dates as communicated by us from time to time, 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.

3.4. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

3.5. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party except as expressly provided in clause 3.6.

3.6. For the avoidance of doubt, the contract for the supply of the Vendor Services will be between you and the Customer. Planary only plays a facilitation or supporting role and the responsibility of Planary is limited to facilitating the availability of the Site and Planary Services.

4.1. You may use the Vendor Dashboard for the purpose of advertising your Vendor Services to Customers and to enable Customers to place Customer Orders through your Pages.

4.2. You shall be solely responsible for all Vendor Services advertised using the Vendor Dashboard.

4.3. The use of Vendor Dashboard is at your sole risk. The Planary Services are provided on an “as is” and “as available” basis.

4.4. We may, but are under no obligation to, provide technical support in respect of the Vendor Dashboard, and any such technical support shall be provided by email only.

4.5. You understand and accept that Planary uses third party vendors and hosting to provide the hardware, software, networking, storage, and related technology required to run the Vendor Dashboard. You also acknowledge and agree that Planary shall have administrator’s access to all parts of the Vendor Dashboard, including those parts that have been specifically tailored for you.

4.6. You shall not reproduce, duplicate, copy, sell, resell or exploit the whole or any part of Vendor Dashboard, or allow any third party (including your group companies) to use or access the Vendor Dashboard without express prior written permission from Planary (which may be granted or refused on such terms as Planary in its sole discretion may determine).

It is your responsibility to ensure that:

5.1. The information set out in your registration form and any order for Additional Planary Services is complete, accurate and fully up to date from time to time;

5.1.1. you co-operate with us fully in all matters relating to the Planary Services and any Additional Planary Services;

5.1.2. you provide us with such information and materials we may reasonably require in order to supply the Planary Services and any Additional Planary Services;

5.1.3. you obtain and maintain all necessary licences, permissions and consents which may be required for the Vendor Services as relevant, including but not limited to:

a) public liability insurance;

b) DBS certificates; and

c) FSA certificates.

5.1.4. you comply with all applicable laws, including health and safety laws in the provision of your Vendor Services;

5.1.5. comply with all applicable laws relating to the care and protection of children including but not limited to the Children Act 1989, Children Act 2004 and Children and Families Act 2014;

5.1.6. all Vendor Content including but not limited to details of and prices for the Vendor Services that you publish or provide to Planary to publish on your Page(s) is at all times accurate, correct and not misleading;

5.1.7. you own or are licenced to use the Intellectual Property Rights in the Vendor Content and have the right to use any Vendor Content that you upload onto your Page(s).

5.2. You shall supply the Vendor Services using your best endeavours and in accordance with these Terms.

5.3. You must accept all Customer Orders and may only decline to accept the same in exceptional circumstances, otherwise you shall be considered to be in Material Breach of these Terms.

5.4. You acknowledge and agree that Customer Orders will be automatically confirmed through the Vendor Dashboard and an order confirmation email will be sent to both the Customer and you, and shall create a binding contract between you and the Customer in respect of the provision or supply of the Vendor Services purchased by the Customer.

5.5. You must at all times supply the Vendor Services to the Customer at a price which is accurate and conforms with the best available rate offered by you elsewhere, such as your own website. If a Customer provides proof of a lower price available on any other website or platform for Customer Orders booked through the Site, you agree to refund the Customer the difference in connection with those Vendor Services at the request of the Customer.

5.6. For the avoidance of doubt, any refund paid by you to the Customer in accordance with clause 5.6 shall not impact or affect any Commission or other Fees paid by you to Planary in accordance with these Terms.

5.7. You are responsible for setting out on your Page(s) any Vendor Terms and Conditions which apply to Customer Orders, provided that such Vendor Terms and Conditions are compliant with the Customer Terms and Conditions. For the avoidance of doubt in the event of a conflict between the Customer Terms and Conditions and your Vendor Terms and Conditions, the Customer Terms and Conditions shall prevail.

5.8. It is particularly drawn to your attention that Customers, as a matter of law, will not be bound by any Vendor Terms and Conditions in respect of a Customer Order if those terms and conditions were not brought to the attention of the Customer prior to their placing the Customer Order. You should bear this in mind when creating Vendor Content to include on your Page(s). Where reasonably practicable any Vendor Terms and Conditions shall be included within the relevant Page(s) and must not link directly or indirectly to any other website or web pages (including your own website).

5.9. You are solely responsible for ensuring that the information on your Page(s) relating to the Vendor Services and in particular your availability for the provision of the Vendor Services is kept completely up to date so that potential Customers are able to view the accurate time and date availability at the time of making a Customer Order. For the avoidance of doubt Planary shall have no liability whatsoever in respect of the same.

5.10. You shall fulfil all Customer Orders placed through the Site and at no time shall you directly or indirectly solicit, entice or induce, or attempt to solicit, entice or induce any Customers to place Customer Orders otherwise than through the Site and/or the Vendor Dashboard or to cancel their Customer Order on the Site and make a separate booking directly with you. If you do so, you shall be in Material Breach of these Terms.

5.11. You are solely and exclusively responsible for determining what, if any, taxes apply to the sale and supply of the Vendor Services, and/or the payments you receive in connection with the use of the Planary Services. It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. Planary is not required to determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction and shall have no liability in respect of the same.

5.12. You shall be responsible:

5.12.1. for setting the price of the Vendor Services;

5.12.2. for including any relevant tax in the price of the Vendor Services;

5.12.3. for, without prejudice to any applicable right to a refund set out in these Terms or the Customer Terms and Conditions, communicating your refund and cancellation policy in advance to Customers with regards to payments made for the Vendor Services.

6.1. In consideration of us providing the Planary Services and any Additional Planary Services you must pay to us the Fees in accordance with this clause 6.

6.2. The Fees are the prices quoted in the Pricing Table on our Site at the time you submit your order for any Additional Planary Services.

6.3. If you wish to change the scope of the Additional Planary Services after we accept your order, and we agree to such change, we will modify the Fees accordingly at our sole discretion.

6.4. We take all reasonable care to ensure that the prices stated for the Additional Planary Services are correct at the time when the relevant information was entered into the system. Clause 6.7 shall apply in the event if we discover an error in the price of the Additional Planary Services you ordered.

6.5. We reserve the right to increase the Fees set out in the Pricing Table at our sole discretion from time to time.

6.6. Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Planary Services or the Additional Planary Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Fees.

6.7. It is always possible that, despite our reasonable efforts, some of the Additional Planary Services on our Site may be incorrectly priced. If the correct price for the Additional Planary Services is higher than the price stated on our Site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Additional Planary Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Additional Planary Services and refund you any sums you have paid.

6.8. We may in our sole discretion, change the rate of Commission at any time on 30 days’ written notice to you.

6.9. Payment in respect of any Additional Planary Services shall be payable in advance at the time that you submit your order. You can pay for the Additional Planary Services using a debit card or credit card.

6.10. In relation to the Additional Planary Services ordered by you, we will send you an electronic invoice within 30 days following receipt of payment. For any failed or cancelled payments, a £20 administration fee will be levied.

6.11. All payments between you and Customers are transacted on the Site through Stripe Payments Europe Ltd (“Stripe Connect”) or such other third-party payment gateways as determined by Planary from time to time.

6.12. When using Stripe Connect, you are agreeing to be bound by Stripe’s Connected Account Agreement, as amended by Stripe Connect from time to time.

6.13. Stripe Connect’s role is to accept and process payments with respect to sales of the Vendor Services through internet-based transactions. When creating a Planary Account you are requested to sign up for a Stripe Connect account which you will be required to connect to our Stripe platform account before you receive your Registration Confirmation   (“Payments Account”), to enable payment transactions through your Vendor Dashboard.

6.14. Planary is not a party to any terms and conditions that apply to the use of Stripe Connect including but not limited to the Stripe Connected Account Agreement and is not liable to you in respect thereof. If you do not agree to be bound by the terms and conditions that apply to the use of Stripe Connect, or any changes thereto, you must deactivate your Payments Account and Planary Account.

6.15. Any payments made by the Customer in respect of a Customer Order shall be paid via Stripe Connect in accordance with the Customer Terms and Conditions and Stripes Connected Account Agreement.

6.16. Any Commission due to Planary in respect of a Customer Order shall be deducted from the sums paid by that Customer in accordance with clause 6.15 prior to transfer of the balance of funds less any processing charges (as amended from time to time) levied by using Stripe Connect, details of which can be found here.

6.17. You agree that any disputes relating to payments between you and the Customer including but not limited to chargebacks or reversals or refunds will be processed through Stripe Connect in accordance with the terms and conditions set out in the Stripe Connected Account Agreement which can be found here.

7.1. You shall promptly and in any event within 24 hours deal with any sales enquiries, matters or issues relating to Customer Orders or potential Customer Orders including dealing with Customer complaints.

7.2. You shall be directly responsible to the Customer for any failure to fulfil any Customer Order or for any other legal liability which arises in respect of the Vendor Services. For the avoidance of doubt Planary shall have no liability whatsoever in respect of the same save where such liability arises as a result of Planary’s negligence.

7.3. Planary shall refer any Customer complaints it receives to you and you shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of receipt of a complaint (whether the complaint has come directly from the Customer or via Planary).

7.4. You shall make all efforts to reach a resolution to any Customer complaints within 14 days and must notify Planary of any correspondence between you and the Customer relating to the complaint and when requested to do so keep Planary apprised by email of the progress and the status of the complaint.

7.5. You hereby acknowledge and accept that the Site includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Planary and with the you (particularly in relation to the Vendor Services) (“User Generated Content”). You are not permitted to opt out from this platform, which may from time to time contain negative reviews and/or feedback from Customers, which is outside Planary’s control.

7.6. If you are subject of any User Generated Content you shall have the right to reply to reviews about yourself, including but not limited to Vendor Services provided by you. However, any content you post in response to User Generated Content may be subject to review by Planary (and may be removed or amended in Planary’s sole discretion if Planary deems it reasonably necessary to do so). For the avoidance of doubt, you shall have no right to any remedy (including without limitation, any right to terminate these Terms) as a result of any User Generated Content naming or referring to you.

8.1. For the purposes of this clause, “data controller”, “data processor”, “personal data”, “process” and “processing” shall have the meanings given to them in the DPA.

8.2. Planary and you acknowledge that, for the purposes of the DPA, Planary is the data controller and you are the data processor of any Customer personal data.

8.3. You may not use Customer personal data collected through the Vendor Dashboard or otherwise in the provision of the Vendor Services for any purpose other than fulfilment of the relevant Customer Order.

8.4. Where Customers have booked Vendor Services otherwise than through use of the Site and where you have separately obtained permission directly from the Customer to use their data, in which case, in respect of that data, you shall be the data controller of that Customer’s personal data for the purpose of the DPA.

8.5. When you are processing Customer personal data as a data processor for Planary (e.g. personal data on the Vendor Dashboard) you shall:

8.5.1. process the personal data only in accordance with instructions from Planary (which may be specific instructions or instructions of a general nature);

8.5.2 comply with all Data Protection Legislation;

8.5.3. process the personal data only to the extent and in such manner as is necessary or as is required by law or by any regulatory body;

8.5.4. promptly comply with any request from Planary requiring it to amend, transfer or delete the personal data;

8.5.5. implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

8.5.6. take all reasonable steps to ensure the reliability of its staff and agents who may have access to the personal data and ensure that such staff and agents:

a) are informed of the confidential nature of the personal data; and

b) have undertaken training in the laws relating to handling personal data;

8.5.7. not cause or permit the personal data to be published, disclosed or divulged, or transferred to a third party or to be transferred outside of the European Economic Area without the prior consent of Planary; and

8.5.8. notify Planary within five (5) Business Days if it receives any complaint, notice or communication which relates directly or indirectly to the processing of the personal data or to either party’s compliance with the DPA and the data protection principles set out therein, and it shall provide Planary with full co-operation and assistance in relation to any such complaint, notice or communication.

8.6. Any breach of this clause 8 will be a Material Breach of these Terms.

8.7. This clause 8 shall survive the termination or expiry of these Terms.

9.1. You warrant, represent and undertake that you shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Vendor Services and shall obtain all licences, consents, authorities and insurance that are either necessary or reasonably prudent for you to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Vendor Services).

9.2. Any breach of the warranties in this clause will be a Material Breach of these Terms.

9.3. You hereby agree to indemnify, keep indemnified and hold harmless Planary and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by you of any term of these Terms or arising out of any action brought by any third party relating to the Vendor Services provided (or not provided), or actions (or failure to act), of you or any person (other than Planary) acting on your behalf, including, without limitation any action brought in connection with the infringement of a third party’s Intellectual Property Rights, Data Protection Legislation, Vendor Content or a Customer visit to your venue (if offered as part of the Vendor Services).

9.4. You acknowledge that Planary enters into these Terms for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties”) and that the rights in respect of indemnification set out in Clause 9.3 shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to these Terms in its own right). Such rights shall be enforceable under these Terms by Planary as agent for each such Indemnified Third Party.

9.5. This clause 9 shall survive the termination of these Terms.

10.1. All Intellectual Property Rights arising out of or in connection with the Planary Services or any Additional Planary Services (other than Intellectual Property Rights in any materials provided by you) will be owned by us.

10.2. As a Vendor you may upload Vendor Content to your Page(s).

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

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

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

10.6. Whenever you upload Vendor 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.

10.7. You warrant that all Vendor Content you supply to Planary in connection with these Terms and/or publish (or provide 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.

10.8. You agree to grant us a non-exclusive, royalty free, non-transferable licence to copy and modify any Vendor Content or any other materials provided by you to us under these Terms for the purpose of providing the Planary Services and any Additional Planary Services to you.

10.9. In addition to clause 10.8, you hereby grant us the right:

10.9.1. to use and publish the Vendor Content in connection with the provision of Planary Services;

10.9.2 to use the Vendor 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;

10.9.3. to remove, edit, cut-down or otherwise amend Vendor Content published on any Page(s), including without limitation where such Vendor Content does not, in Planary’s opinion comply with the warranties at Clause 10.7, or is otherwise in breach of these Terms; and

10.9.4. to make use of search engine optimisation services and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Vendor or any brands used in connection with the Vendor Services.

11.1. We will use the personal information you provide to us to:

11.1.1. provide the Planary Services and/or Additional Planary Services under these Terms;

11.1.2. process your payments under clause 6; and

11.1.3. 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.

11.2. Further details of how we will process personal information are set out in Our Privacy Policy.

11.3. We will not give your personal data to any third party, save as where required in connection with the Planary Services and/or Additional Planary Services. For the avoidance of doubt, this includes sharing your information with Customer in connection with any Customer Data shared in this instance includes, but is not limited to, your contact details, profile information and any Vendor Content uploaded to the Site.

12.1. Nothing in these Terms limits or excludes our liability for:

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

12.1.2. fraud or fraudulent misrepresentation; or

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

12.2. Subject to clause 12.1 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:

12.2.1. loss of profits;

12.2.2. loss of sales or business;

12.2.3. loss of agreements or contracts;

12.2.4. loss of anticipated savings;

12.2.5. loss of use or corruption of software, data or information;

12.2.6. loss of or damage to goodwill; and

12.2.7. any indirect or consequential loss.

12.3. Except as expressly stated in these Terms we do not give any representations, warranties or undertakings in relation to the Planary Services and any Additional 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.

12.4. Subject to clause 12.1 our total liability to you arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Fees paid by you in each 12-month period beginning with the Commencement Date under these Terms.

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

12.6. This clause 12 shall survive termination of these Terms.

12.7. We give no warranty to you as to the availability of any third-party payment gateways to which we provide links on the Site (including, without limitation, Stripe Connect) or their suitability for payments for the Planary Services and/or Additional Planary 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.

12.8. Planary does not warrant:

12.8.1. that the Vendor Dashboard will meet your specific requirements;

12.8.2. that Vendor Dashboard will be uninterrupted, timely, secure, or error-free;

12.8.3. that any information or results that may be obtained from the use of the Vendor Dashboard will be accurate or reliable;

12.8.4. that the quality of any products, services, information, or other material purchased or obtained by you through the Vendor Dashboard will meet your requirements or expectations; or that any errors in the Vendor Dashboard will be corrected.

13.1. Without limiting any of our other rights, we may suspend the performance of the Planary Services or any Additional Planary Services, or terminate these Terms with immediate effect if:

13.1.1. 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 notified in writing to do so;

13.1.2. you fail to pay any amount due under these Terms on the due date for payment;

13.1.3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;

13.1.4. you suspend, threaten to suspend, cease or threaten to cease to carry on a substantial part of your business; or

13.1.5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy.

13.2. Termination of these Terms will not affect your or our rights and remedies that have accrued as at termination.

13.3. Any provision of these Terms that is intended to come into or continue in force on or after termination, whether expressly or impliedly, will remain in full force and effect.

14.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control.

14.2. 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.

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

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

14.3.2. 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 or Additional Planary Services to you, we will resume the Planary Services or Additional Planary Services as relevant as soon as reasonably possible after the Event Outside Our Control is over.

15.1. 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.

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

15.3. You can contact us by e-mailing us at our dedicated vendor email address, sell@planary.com

16.1. 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.

16.2. In the event of a change of control or senior management, you must bring the existence of these Terms to the new owner or manager’s attention and inform Planary of the relevant new personnel’s contact details.

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

16.4. The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in these Terms, nothing in these Terms shall constitute the parties as partners, joint venturers or co-owners.

16.5. 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).

16.6. 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.

16.7. 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.

17.1. 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 here.

18.1. 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.

19.1. Each party irrevocably agrees 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).