Website Terms of Use

What these terms cover.

These terms and conditions (the “Terms”) apply to your access to the PlanHappy Website which consists of a number of different components and materials, and in these Terms, we use the terms “product” and “products” to refer to those components and materials.

Why you should read them.

Please read these Terms carefully before you continue to use the Website. These Terms tell you who we are, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms please contact us to discuss.

This is our entire agreement with you. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Who we are.

We are PlanHappy Ltd a company registered in England and Wales. Our company registration number is 10676266 and our registered office is at The Planning Rooms Wellington Court, Preston Farm Business Park, Stockton-On-Tees, England, TS18 3TA. Our registered VAT number is 284367570.

How to contact us.

You can contact us by writing to us at hello@planhappy.co.uk or The Planning Rooms Wellington Court, Preston Farm Business Park, Stockton-On-Tees, England, TS18 3TA.

How we may contact you.

If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

“Writing” includes emails. When we use the words “writing” or “written” in these Terms, this includes emails.

Terms of Use.

By accessing and using the Website, you confirm that you accept these terms and conditions (the “Terms”).If you do not agree to these Terms, you must not use the Website.

Our Privacy Policy applies to your use of the Website and the Academy.

You may use the Website only for lawful purposes. You may not use the Website:

• In any way that breaches any applicable local, national, or international law or regulation.
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
• For the purpose of harming or attempting to harm anyone, including minors, in any way.
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware (“Malware”).

You also agree:

• To use the Website and it’s content solely for your internal business purposes.
• Not to download, reproduce, duplicate, copy, screen scrape, screen record or re-sell any content from, or part of, the Website or the Academy, whether in part or in full.
• Not to store any content from, or part of, the Website in any way, including without limitation on a computer, data device, server or other similar device.
• Not to display or present any content from, or part of the Website including without limitation audio content, video content and dialogue, other than in a client meeting.
• Not to access without authority, interfere with, damage or disrupt:
  • any part of the Website;
  • any equipment or network on which the Website is stored;
  • any software used in the provision of the Website; or
  • any equipment or network or software owned or used by any third party.

We may from time to time provide interactive services within the Website, including, without limitation chat rooms and bulletin boards (“interactive services”). Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

These content standards apply to any and all material which you contribute to the Website (“Contribution”), and to any interactive services associated with it. The content standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole. We will determine, in our discretion, whether a Contribution breaches our content standards.

A Contribution must be accurate (where it states facts), be genuinely held (where it states opinions); and comply with the law applicable in England and Wales and in any country from which it is posted.

A Contribution must not:

• be defamatory of any person;
• be obscene, offensive, hateful or inflammatory;
• promote: sexually explicit material; violence; or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• infringe any copyright, database right or trade mark of any other person;
• be likely to deceive any person;
• breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• promote any illegal activity;
• be in contempt of court;
• be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
• be likely to harass, upset, embarrass, alarm or annoy any other person;
• impersonate any person, or misrepresent your identity or affiliation with any person;
• give the impression that the Contribution emanates from PlanHappy Ltd, if this is not the case;
• advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
• contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
• contain any advertising or promote any services or web links to other sites.

When we consider that a breach of these Terms has occurred, we may take such action as we deem appropriate. Failure to comply with these Terms may result in our taking all or any of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use the Website and access the Academy.
• Immediate, temporary or permanent removal of any Contribution uploaded by you to the Website.
• Issue of a warning to you.
• Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• Further legal action against you.
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
• We exclude our liability for all action we may take in response to breaches of these Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

Nothing in these Terms shall limit or exclude our liability for:

• death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
• any matter in respect of which it would be unlawful for us to exclude or restrict liability.

Subject to the above:

• we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
• our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under such contract.
• You assume sole responsibility for the results obtained from the use of the digital content and the services, and for conclusions drawn from such use. We shall have no liability for any damage caused by:
  • Errors or omissions in any information, instructions or materials provided by us to you;
  • Any breach by you of the Terms;
  • Any actions that we take at your direction or request;
  • Any web links to other sites; or
  • Any Malware, provided that we comply with our obligations in clause 62.

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of earnings, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach of these Terms by you.

Intellectual Property.

We own all of the intellectual property rights in or arising out of or in connection with the Website or any PlanHappy content including without limitation all process flows and naming conventions. For the avoidance of doubt, this clause shall survive termination or expiration of the Contract

You must not reproduce, duplicate, copy or re-sell any part of the Website, or any materials that you gain access to via our services. For the avoidance of doubt, this clause shall survive

Malware.

We shall use reasonable endeavours to detect the presence of Malware in the Website, and to remove any such Malware so detected.

Privacy Policy.

We will only use your personal information as set out in our Privacy Policy

Other important terms.

We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.

Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.

If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

Nothing in these Terms is intended to or shall operate to create a partnership, joint venture or employment relationship between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.