Terms & Conditions

Last Updated: December 13, 2018

PLATFORM TERMS AND CONDITIONS

You should read these terms and conditions of use carefully before You start using the WePlanr website at http://www.weplanr.com (“Site”). Your use of the Site and other services provided by WePlanr, including applications and websites owned or controlled by WePlanr, various webpages, all products, software, data feeds, plugins, mobile applications and other applications and services provided from time to time on, from or through the Site (together, the “Platform”) are governed by:

1.  These terms and conditions;
2.  Our Privacy Policy; and
3.  any other rules or guidelines that are posted onto the Platform from time to time

(together, the “Terms”).

Where You acquire products or services from a Business or provide products or services to a Customer, the Business’s contract also applies to Your relationship with the Business or Customer, as the case may be (see clause 8.1 (Bookings and service contracts) for more details).

The Terms are a binding contract between You as either: (a) a business offering wedding related products or services via the Site (“Business”); or (b) a customer seeking products or services via the Platform (“Customer”), each referred to as (“You”), and WePlanr Pty Ltd ACN: 610 314 871 (“WePlanr”, “Us”, “We”, “Our”).

1. DEFINITIONS AND INTERPRETATIONS:
1.1

Definitions. The following definitions apply to these Terms:

(a) ABN stands for Australian Business Number.
(b) ACL means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
(c) ACN means Australian Company Number.
(d) Additional Concierge Services means any services provided by WePlanr to Customers that are not part of one of our Concierge Service packages.
(e) Associates in relation to a party, means the officers, directors, employees, contractors and agents of that party.
(f) Booking means a reservation or booking of a Product or Service that is provided by a Business to a Customer via the Platform.
(g) Booking Fee means the fee to secure a Business’s Services in an amount equal to 40% (forty percent) of the total Service Fees payable by the Customer for those services.
(h) Business has the meaning given in the introduction to these Terms.
(i) Business Day means any day other than a Saturday, Sunday or public holiday in Australia.
(j) Concierge Services means the wedding planning services provided by WePlanr, as described in clause 5.1 (Concierge Services).
(k)

Confidential Information means the confidential, proprietary or commercially sensitive information of WePlanr or its related bodies corporate (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information and materials in any tangible form including source code, data, designs, know-how, trade secrets, formulae, processes, techniques, methods, results, information regarding sources of supply, business plans and opportunities, business processes and methodologies, partners, clients, potential agreements and the existence, scope and activities of any research, design, development, marketing or other projects and other similar information with like characteristics, regardless of whether the information is transferred or stored in writing, visually, electronically or by any other means, which is:

(i) not generally known to the public; and
(ii) either designated in writing as confidential or is of a nature that a reasonable person who deals with such information or materials would believe that WePlanr expects it to be maintained as confidential or intends or is obligated to maintain it as confidential,

but does not include information which is in, or comes into, the public domain other than by Your (or Your Associate’s) breach of an obligation of confidence, or which is independently known to, or developed by, You (or Your Associate) as evidenced by Your (or their) written records.
(l) Content means any information, data or content in any form or medium and includes text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials from time to time.
(m) Customer means a member of the public who accesses or uses the Platform.
(n) Final Fee means the balance of the Service Fees payable by the Customer for a Business’s Services in an amount equal to 60% (sixty percent) of the total Service Fees payable by the Customer for those services.
(o) Intellectual Property Rights means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations of the Platform, now or in the future in force and effect worldwide.
(p) Introduced Customer has the meaning given in clause 9.3 (No Transaction Fees for Introduced Customer Bookings).
(q) Model Contract means the model terms and conditions set out in Schedule 1 (Model Contract).
(r) Planning Fees means the fees charged by WePlanr to You for the provision of the Concierge Services.
(s) Platform has the meaning given in the introduction to these Terms.
(t) Products means wedding related products advertised by Businesses to Customers via the Platform.
(u) Services means wedding related services of a Business, including the provision of Products.
(v) Service Fees means any fees payable by the Customer for the Services.
(w) Service Listing means any Services that are listed on the Platform and which can be booked via the Platform from time to time..
(x) Suppliers has the meaning given in clause 5.3(a) (What WePlanr will do).
(y) Tier 1 has the meaning given in clause 5.1(a) (Tier 1 Concierge Services).
(z) Tier 2 has the meaning given in clause 5.1(b) (Tier 2 Concierge Services).
(aa) Tier 3 has the meaning given in clause 5.1(c) (Tier 3 Concierge Services).
(bb) Transaction Fees means a fee payable by the Business to WePlanr in relation to each Booking, which is calculated in accordance with clause 9.2 (Transaction Fee) of these Terms.
(cc) WePlanr Content means all Content that WePlanr makes available through the Platform, Site, Application, Services, or its related promotional campaigns and official social media channels, including any Content licensed from a third party, but excluding Your Content.
(dd) Your Content means any text, images, graphics, audio, video, information or other content that You make available to WePlanr or, in the case of Businesses, via the Business’s website and/or social media platform, including any content licensed from a third party.
1.2 Interpretation. In these Terms, unless the context requires otherwise: (a) a reference to a clause is to a clause of these Terms; (b) in calculating any period of time commencing from a particular day, the period commences on the following day and the following day counts as part of that period; (c) the rule of interpretation which sometimes requires that a document be interpreted to the disadvantage of the party which put the document forward, does not apply; (d) a reference to these Terms or any other agreement, arrangement or document, includes any variation, novation, supplementation or replacement of them; (e) headings and sub-headings are for convenience of reference only and do not affect interpretation; (f) the phrase include, includes or including, or similar phrase does not limit what else might be included; (g) a reference to dollars or $ is to an amount in Australian currency; (h) the singular includes the plural and vice versa; (i) where an expression, word or phrase is given a particular meaning, then other parts of speech based on that expression, word or phrase and other grammatical forms of that expression, word or phrase, have corresponding
2. YOUR ACCEPTANCE OF THESE TERMS
2.1 Your acceptance of these Terms. These Terms are important and You should ensure that You read them carefully. If You do not agree with any of the Terms, do not use the Platform and You must leave the Platform immediately. Your use and continuing use of the Platform is an acknowledgement that You have been given a reasonable opportunity to read the Terms; that You have in fact read the Terms; that You understand the Terms, and that You agree to abide by and be bound by the Terms.
2.2 When the Terms apply. These Terms apply to You if You access the Platform including browsing the Site, viewing Content or otherwise using any part of the Platform.
2.3 Your age. You must be at least 18 (eighteen) years of age to access the Platform, or You must have parental or guardian consent to do so.
2.4 Changes to the Terms. WePlanr may change all or part of the Terms at any time. If We do, the new Terms will be posted on the Platform (and any changes related to the Fees payable by Businesses will also be emailed to You in accordance with clause 9.3 (Changes to Fees). Your subsequent or continued use of the Platform will constitute Your acceptance of any changes. If You do not agree to any changes to the Terms, You must immediately discontinue Your use of the Platform.
2.5 Questions about the Terms. Should You have any questions in relation to the Terms, You should contact us at hello@weplanr.com before You use the Platform.
3. ACCOUNT REGISTRATION
3.1 Registration. You must have an account with WePlanr in order to create a Service Listing or to purchase Products and/or Services via the Platform. You can register for an account yourself via the Platform or We can assist You and register on Your behalf. You must not register for more than one account.
3.2 Your information. When registering for an account, You must provide accurate, complete and up-to-date information. You must not impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity or falsify information in any part of any communication transmitted through the Service. It is Your responsibility to inform WePlanr of any changes to Your registration information. WePlanr may at any time request a form of identification to verify Your identity. To the extent that You provide personal information, WePlanr will treat such information strictly in accordance with WePlanr’s Privacy Policy.
3.3 Your password and login. You must ensure the security and confidentiality of Your registration details, including any username and/or password assigned to You. You must notify WePlanr immediately at hello@weplanr.com if You become aware of any unauthorised use of Your account.
3.4 Stripe Account. If You are a Business, You must also create an account with WePlanr’s third party payment gateway, Stripe Payments Australia Pty Ltd A.C.N. 160 180 343 (Stripe). You must ensure that You read, understand and agree to comply with the Stripe Connected Account Agreement.
3.5 Assembly Payments Account. If You are a Business, WePlanr will create a user account with WePlanr’s third party payment gateway, PromisePay Pty Ltd trading as Assembly Payments ABN 49 167 436 722 (Assembly). You must provide all information required by WePlanr for the purpose of creating Your user account with Assembly.
4. NATURE OF WEPLANR & LICENCE TO USE PLATFORM
4.1 Purpose of WePlanr and Your relationship with WePlanr. WePlanr is a platform that (a) connects couples who are planning overseas destination weddings with Businesses that provide wedding related products and services; and (b) provides wedding planning services for overseas destination weddings (see section 5 (Wedding Concierge Services)). Except in relation to the Concierge Service, WePlanr merely makes the Platform available to enable Customers and Businesses to find each other; WePlanr provides the Site which facilitates the formation of Bookings between Customers and Businesses, facilitates the payment for Bookings. WePlanr does not otherwise provide the Products or Services – which are provided by the Businesses. Customers are responsible for evaluating and determining the suitability of a Business that You propose to engage (including verifying their information) and their Products and Services to ensure it is suitable for the Customer’s purpose. When You, as a Customer, make a Booking, You are forming a contractual relationship directly with the relevant Business. WePlanr is not a party to that contract. If You are a Business, You agree that You are solely responsible for evaluating and determining whether to enter into a Booking and for verifying the Customer’s information. WePlanr makes no representation as to the accuracy or completeness of a Service Listing or of a Customer’s details and does not vet or otherwise conduct any checks of Customers, Businesses or Service Listings. You acknowledge and agree that a Service Listing does not constitute an endorsement by WePlanr of the Business or its Products or Services.
4.2 Our licence to You. In consideration of Your agreement to comply with these Terms and paying any applicable Fees, We hereby grant You a non-exclusive, non-transferable licence to use the Platform.
4.3 Businesses are not employees of WePlanr. You acknowledge and agree that Businesses are not employees or contractors of WePlanr and WePlanr does not supervise, direct or control any Product or Service or the delivery of them.
4.4 Nature of the Platform. You acknowledge and agree that: (a) We may, at any time in Our sole discretion and without prior notice, alter, amend, interrupt, reschedule, modify or cease the operation of all or any part of the Platform; and (b) the Platform may not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes).
5. CONCIERGE SERVICES
5.1

What our Concierge Services includes. WePlanr offers the following wedding planning services as part of its “Concierge Services”:

(a) Tier 1 Concierge Services. Complimentary wedding planning assistance and advice including providing suggestions on proposed wedding service providers based on Your mood board.
(b) Tier 2 Concierge Services. Virtual wedding planning and wedding services coordination.
(c) Tier 3 Concierge Services. Virtual and in-person wedding planning and coordination on the day of Your wedding.
(d) Any other services agreed between You and WePlanr in writing from time to time (“Additional Concierge Services”).
5.2 Fees for Additional Concierge Services. If We agree to perform Additional Concierge Services, We may charge you additional Planning Fees, which will be notified to you in writing prior to the performance of those services. All invoices for Additional Concierge Services are payable within 7 (seven) days of the date the invoice is issued except in relation to work that has shorter lead time (which must be paid upon invoice).
5.3

What WePlanr will do. In providing the Concierge Services WePlanr will:

(a) Maintain the confidentiality of Customer’s wedding plans, except where disclosure is required to provide the Concierge Services;
(b) Use all reasonable endeavours to meet the timeframes agreed with the Customer and if We are unable to meet timeframes, We will communicate this to the Customer as soon as practicable but We will have no liability for not meeting timeframes where the delay was caused or contributed to by the Customer or by circumstances beyond our reasonable control.
5.4

What You must do. In receiving the Concierge Services the Customer:

(a) Must make themself available to answer queries and provide information to WePlanr that We may request;
(b) Will be responsible for the final selection of Businesses to provide all the products and services required by the Customer;
(c) Will be responsible for payment of the Planning Fees; and
(d) Acknowledges and agrees that WePlanr operates independently of Businesses and other suppliers and will not be liable for their acts or omissions.
5.5 Delay. The Customer acknowledges that any delay caused by the Customer, including failure to provide requested information in a timely manner, may cause delays and require additional work to be performed by WePlanr. Any such additional work will be treated as Additional Concierge Services and will be charged and invoiced accordingly. WePlanr will not accept any liability for loss or delays caused by or contributed to by the Customer
6. BUSINESSES SERVICE LISTING
6.1

Business information. Businesses will be required to provide certain information in order to create a Service Listing, this includes:

(a) Full Name of contact person authorised to act on Business’s behalf;
(b) Registered Business Name;
(c) Registered Address;
(d) ABN/ACN;
(e) GST eligibility / VAT eligibility;
(f) Details of each Product and Service;
(g) Price;
(h) Quantity; and
(i) Confirmation of website and/or social media accounts.
7. WARRANTIES BY BUSINESS
7.1 Business information. If You are a Business, You warrant that the information provided by You, including the Service Listing, is and will continue to be true and accurate.
7.2 Business warranty. The Business warrants it will not enter into any agreement with a Customer for the same or additional Products and/or Services except, in accordance with these Terms.
8. BOOKINGS
8.1 Bookings and service contracts. You acknowledge and agree that once a Booking is confirmed, a legal contract is formed directly between the applicable Customer and Business on the terms and conditions as agreed between the parties.
8.2 Changes to Bookings and cancellations subject to a Business’s terms. You agree that once a Booking is made, any changes to the Bookings (e.g. increases in numbers) or cancellations by the Customer will be subject to the terms and conditions of the applicable Business and WePlanr will not be liable to the Customer or the Business for any reason in respect of a change or cancellation. The Business and the Customer must vary the Booking on the WePlanr Platform.
8.3 When Model Contract applies. Where a Booking is made between a Business and a Customer and the Business does not provide its own terms and conditions between the Customer and the Business, the Model Contract is deemed to apply between the Business and the Customer with respect to that Booking.
8.4 Standards of performance: On receipt of a Booking, a Business must take all reasonable steps necessary to ensure the quality and delivery of the Products or Services, including the reservation of relevant dates and times, fulfilling any resourcing obligations and regularly communicating with the Customer to ensure their requirements are met. A Business must act in an honest, faithful, diligent, competent and professional manner in the performance of its obligations under these Terms and in connection with a Booking.
8.5 Business responsible for honouring Bookings. The Business, not WePlanr, is solely responsible for honouring Bookings and providing the Products and Services.
8.6 Customer co-operation. Customers agree to do all things reasonably necessary to assist a Business throughout their engagement in order for the Business to provide the Products and/or Services.
9. WEPLANR FEES – BUSINESS
9.1 Administration Fee. Upon registration, WePlanr will charge a Business, and the Business must pay, a one-off, non-refundable, administration fee of $149 (one hundred and forty-nine dollars) (including GST). This fee can be paid to us by direct debit, credit card or bank transfer, over the phone to an authorised agent or employee of WePlanr, by following the prompts given, online, or through an invoice emailed to the email address provided to WePlanr.
9.2 Transaction Fee. WePlanr will charge a Business, and the Business must pay, a Transaction Fee, in relation to every Booking. WePlanr charges Businesses a Transaction Fee of between 5-10% of the total Service Fee – subject to any promotional rates that may be agreed from time to time. The Transaction Fee is as follows: (a) for Service Fees of AU$1,000 or less: 10% of the total Service Fee; (b) for Service Fees of AU$1,001 – AU$9,999: between 10% – 5%, pro rated, of the total Service Fee and, (c) for Service Fees of AU$10,000 or more: 5% of the total Service Fee.
9.3 No Transaction Fee for Introduced Customer Bookings. If a Business introduces a Customer to WePlanr (“Introduced Customer”) any Bookings made between the Introduced Customer and the Business will not incur any Transaction Fees.
9.4 Changes to Fees. Except where WePlanr has advised otherwise, in writing, the Fees and the method of calculating Fees may be changed from time to time upon 30 (thirty) days’ written notice. Notice of the changes will be posted to the Site and will be emailed to the Business. The new Fees will apply to all Bookings that are made on and from the effective date of the change.
10. FEES – FOR PRODUCTS AND SERVICES
10.1 Booking Fee. At the time a Booking is made the Customer must pay to WePlanr a Booking Fee in an amount equal to 40% (forty percent) of the total Service Fees. If the Booking Fee is not paid within 7 (seven) days of the date that the Booking is made, the applicable Business is not required to perform or deliver the Products or Services in relation to the Booking and may offer any booked Products and/or Services to another customer. The Customer hereby irrevocably authorises WePlanr to immediately transfer the Booking Fee to the Business, less Transaction Fees. Booking Fees are non-refundable, unless the Business cancels the Booking in which case clause 10.2 (Cancellations) will apply.
10.2

Cancellations. If a Booking is cancelled under any of the following circumstances, the party that cancels the Booking must notify WePlanr in writing and any payments made by the Customer must be refunded in full and credited to the Customer’s credit card that was used to make the Booking or will be transferred to the Customer’s bank account (as applicable), without any further liability to WePlanr:

(a) if the Business can no longer provide the Services;
(b) if the Business ceases timely communications;
(c) any other circumstances that are set out in a Business’s terms and conditions.
(d) Notwithstanding the foregoing, where requested by the Customer, the Business will use reasonable endeavours to find an alternative provider of equivalent cost and standard to replace any Booking cancelled under this clause 10.2.
10.3 Refunds. Any refunds due and payable to the Customer in respect of the cancellation of a Booking will be made by the Business and any exchange rates, transfer or merchant fees, which will be borne by the Business.
10.4

Refunds. Any refunds due and payable to the Customer in respect of the cancellation of a Booking will be made by the Business and any exchange rates, transfer or merchant fees, which will be borne by the Business.

(a) The Customer hereby irrevocably authorises WePlanr to:
(b) upon receipt of the Final Fee, transfer 50% (fifty percent) of the Final Fee to the Business, less Transaction Fees;
(c) transfer the remaining 50% (fifty percent) of the Final Fee to the Business, less Transaction Fees, 5 (five) Business Days after the date on which the Service(s) are delivered or performed,
(d) in each case, unless there is a dispute, in which case clause 13 (Disputes between Customers and Businesses) applies.
10.5

Bookings with short lead time. Notwithstanding clauses 10.1 (Booking Fee) and 10.4 (Final Fee), where the lead time for a Service is 6 (six) weeks or less, the Customer will pay the Service Fee in full to WePlanr. The Customer hereby irrevocably authorises WePlanr to:

(a) upon receipt of the Service Fee, immediately transfer 70% (seventy percent) of the Service Fee to the Business, less Transaction Fees;
(b) transfer to the Business the remaining 30% (thirty percent) of the Service Fee, less Transaction Fees, 5 (five) Business Days after the date on which the Service(s) are delivered or performed,
(c) in each case unless there is a dispute, in which case clause 13 (Disputes between Customers and Businesses) applies.
10.6 Currency. All amounts under these Terms and on the Platform will be displayed in the local currency of where the Business is located. However, all payments to WePlanr must be made in Australian dollars.
11. WEDDING CONCIERGE FEES
11.1

Planning Fees and payment terms. If the Customer has booked Concierge Services, the Customer agrees to pay WePlanr the Planning Fees as follows:

(a) Tier 1 and Tier 2 Planning Fees. The Planning Fees (if any) for Tier 1 and Tier 2 Concierge Services must be paid to WePlanr in full at the time of Booking.
(b)

Tier 3 Planning Fees. The Planning Fees for Tier 3 Concierge Services must be paid to WePlanr in full at the time of Booking and those funds will be held in escrow and released to WePlanr as follows:

(i) At the time of booking: a non-refundable amount equal to 50% (fifty percent) of the total Planning fees;
(ii) 5 (five) Business Days after the date on which the Concierge Services are delivered or performed: the remaining 50% (fifty percent) of the total Planning Fees.
11.2 Effect of non-payment. Without prejudice to any other rights or remedies that We may have, if You fail to pay any sum payable under these Terms on the due date, We may immediately suspend Your access to and use of the Platform and interest at a rate equal to the Reserve Bank of Australia’s cash rate target plus 5% will accrue on a daily basis until payment is made in full. In addition, You will indemnify Us for any sums reasonably incurred and invoiced by Us in respect of debt collection costs. WePlanr reserves the right to assign any debts payable to Us to a third party without notice to You. We may report Your default in payment to a credit reporting agency.
12. YOUR RESPONSIBILITIES
12.1 Information provided is not advice. All information and Content provided or otherwiseaccessed through the Platform is made available purely for general informational purposes only and on an “as is” basis. It is not intended as advice and must not be relied upon as such. We take no responsibility and We have no liability in relation to such information. You should make Your own inquiries and take independent advice tailored to Your specific circumstances prior to making any decisions.
12.2

What You must not do. In using the Platform, You must not:

(a) reproduce, make available online or transmit (electronically or otherwise), publish, adapt, create derivative works from, distribute or redistribute, transfer, broadcast, display, sell, license, perform, link, display or exploit in any other way and in any medium any part of the Platform except through the functionality offered by the Platform;
(b) alter or modify any part of the Platform;
(c) breach any laws and regulations, or use the Platform for any purpose that is unlawful or in breach of the Terms;
(d) collect or store personally identifying information about other users other than through functionality provided through the Platform nor use the communication systems provided by the Platform for unlawful purposes;
(e) upload, post, email, otherwise transmit, or post links to any advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation (other than the Service Listing);
(f) attempt to “hack”, decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Platform. This includes “phishing”, “mining”, accessing “hidden” URLs, attempting to trigger remote code for the purpose of accessing data or material You would not otherwise have access to;
(g) knowingly transmit any virus, corrupt files or any other software or function that may damage the operation of the Platform or other disabling feature to the Platform, or is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of any part of the Platform;
(h) use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that accesses the Platform in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
(i) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Platform or the Content;
(j) access Content through any technology or means or other functionality of the Platform from time to time;
(k) interfere with or inhibit other users from enjoying or using the Platform;
(l) unless expressly agreed with us, use the Platform for any commercial purposes including selling access to the Platform, selling any Content, selling advertising, sponsorships, or promotions placed on or within the Platform or Content.
12.3 Take Your own precautions. You must take Your own precautions to ensure that Yourprocess for accessing the Platform does not expose You to risk of viruses, malicious computer code or other forms of interference which may damage Your computer system.
12.4 You are responsible for costs. You are responsible for all costs, fees and expenses incurred directly or indirectly from accessing the Site or otherwise using the Platform. This may include internet connection and usage fees and mobile telephone connection and usage fees.
12.5 Exposure to content. You understand that when using the Platform, You will be exposed toContent from a variety of sources. You understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against WePlanr, Our related bodies corporate and our officers employees and affiliates with respect to such Content, and, to the extent permitted by law, You agree to indemnify and hold harmless WePlanr, Our related bodies corporate and our officers, employees and affiliates to the fullest extent permitted by law regarding all matters related to Your use of the Platform and Content.
12.6 Third Party Sites. The Platform may contain links to third party sites. We have not reviewed these websites and cannot vouch for the content on their pages. We are not responsible for the condition or content of those sites. You access those sites solely at Your own risk. The links are provided solely for Your convenience and do not indicate, expressly or impliedly, an endorsement, sponsorship or approval by Us of the sites or the content of such sites.
14. CONFIDENTIALITY
14.1 What You must do. You must: (i) keep confidential the Confidential Information; (ii) use the Confidential Information for the sole purpose of performing Your obligations under these Terms; (iii) not commercially exploit or be directly or indirectly involved in the commercial exploitation by any third party, of the Confidential Information; and (iv) not disclose the Confidential Information to any person other than those of Your Associates who need to know the Confidential Information, provided You ensure that all such Associates are aware of, and agree to comply with, the obligations of confidentiality set out in this clause 14. Any breach by an Associate will deemed to be a breach by You.
14.2 Fees are confidential. For clarity, the Planning Fees (including any discounts) are Confidential Information and must be kept secret in accordance with this clause 14. The Parties agree that this is an essential term of these Terms and any breach of this clause by You will give WePlanr the right to terminate these Terms.
14.3 Treatment of Confidential Information on termination. Following the expiry or termination of these Terms, or upon WePlanr’s request, You must return or destroy (at WePlanr’s option) all documents and other materials in any form in the possession, power or control of the You or Your Associates, which contain or refer to any Confidential Information.
15. INTELLECTUAL PROPERTY
15.1 Intellectual property owned by WePlanr. You acknowledge that (a) the Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including copyright, and (b) WePlanr and/or third parties own all right, title and interest in and to the Platform provided through or in conjunction with the Platform, including without limitation all Intellectual Property Rights contained in the Platform.
15.2 Links. A Business may create links from its website to the Platform.
15.3 Your responsibilities regarding intellectual property. You agree that You will not, and will not allow any third party to, (i) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Platform, (ii) use the Platform to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iii) remove, obscure, or alter WePlanr’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Platform. Any reproduction or redistribution of any part of the Platform is prohibited and may result in civil and criminal penalties. In addition, You must not copy the Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.
15.4

Your Content. By uploading, transmitting, posting or otherwise making available any of Your Content via the Platform, You:

(a)

grant WePlanr a non-exclusive, worldwide, royalty-free, perpetual, licence to use, reproduce, edit and exploit Your Content for the purposes of:

(i) providing the Platform; and
(ii) publicising the products and services offered by WePlanr or its related bodies corporate from time to time, or for the purposes of publicity, credentials, presentations and award entries provided that such reference is not (in WePlanr’s reasonable opinion) likely to be detrimental to Your reputation;
(b) warrant that You have the right to grant the above mentioned licences;
(c) warrant that Your Content does not breach the Terms; and
(d) consent to any act or omission which would otherwise constitute an infringement of Your moral rights, and if You add any content in which any third party has moral rights, You must also ensure that the third party also consents in the same manner.
15.5

Modify and remove Your Content. WePlanr reserves the right to:

(a) review, modify, reformat, reject or remove any of Your Content which You upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) on or through the Platform that, in WePlanr’s opinion, violates the Terms or otherwise has the potential to harm, endanger or violate the rights of any person; and
(b) monitor use of the Platform, and store or disclose any information that WePlanr collect, including in order to investigate compliance with the Terms or for the purposes of any police investigation or governmental request.
16. COMMUNICATION VIA PLATFORM AND AUDIT
16.1 Accurate records. To assist with keeping an accurate, auditable record of Business’s dealings with Customers, Businesses must communicate with Customers via the Platform at all times. If Businesses meet with Customers in person, or communicate over the phone, Businesses must follow up with communication via the Platform, for audit and dispute resolution service purposes.
17. SUSPENSION AND TERMINATION OF USER ACCOUNTS
17.1 Our reserved rights to determine access. We reserve the right, in Our sole discretion, to decide whether Your activity or behaviour on the Platform violates the Terms (including copyright).
17.2

Suspension or termination of Your access or account. We may at any time, without prior notice suspend or terminate Your access and/or use of all or any part of the Platform, and We may suspend or terminate Your account, if, in Our sole discretion, We believe that:

(a) You have breached these Terms in any way;
(b) Your access or use of any part of the Service may be directly or indirectly harmful to others or may otherwise violate any laws or regulations;
(c) We cease to operate the Platform; or
(d) for any other reason.

In addition, if We deem it appropriate, We may also report Your activity or behaviour to the relevant authorities.
17.3 What happens if We suspend or terminate Your access. If We suspend or terminate Your access or use of the Platform, or Your account, You are prohibited from continuing to accessand use any part of the Platform regardless of whether You are able to continue to do so. In addition, You are not permitted to create, and You must not create, any other accounts for access to the Platform.
17.4 No transfer. You may not transfer Your account to any other entity.
17.5 Inactive accounts. We may also suspend and/or terminate Your account for all or any part of the Platform because of Your inactivity.
17.6 Removal of Content. If Your account is terminated, all Content associated with Your account will be deleted after 90 (ninety) days.
18. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
18.1

No liability. The Platform is intended to act as a platform to facilitate Businesses and Customers connecting and booking Services. While WePlanr acts as an introducer of the Services on the Platform, it is not responsible for and disclaims any and all liability related to the Services. To the full extent permitted by law, WePlanr, Our related bodies corporate and Our Associates expressly disclaim any and all liability in connection with:

(a) personal injury or property damage, of any nature whatsoever;
(b) any unauthorised access to or use of Our servers and/or any personal information stored therein;
(c) any alteration, amendment, interruption, rescheduling, modification or cessation of all or any part of the Platform;
(d) all Content and any other information contained in any part of the Platform and the removal or suspension of any Content or any other information;
(e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform;
(f) any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Platform; and
(g) any direct, indirect, incidental or punitive damages, including loss of profits, goodwill or intangible losses, loss of data, interruption of business or damage (including consequential, special or incidental damage),
(h) in each case, arising from access to or use of any part of the Platform whether or not caused by any negligent act or omission or resulting from any delay in removing or failure to remove Content from the Platform after receiving a request for removal even if We knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.
18.2 No responsibility in Your Content. WePlanr is not responsible for, and accepts no liability with respect to, any of Your Content uploaded, posted, transmitted or otherwise made available on the Platform by any person other than Us. For the avoidance of doubt, WePlanr will not be taken to have uploaded, posted, transmitted or otherwise made Your Content available on the Platform simply by facilitating others to post, transmit or other make Your Content available. Furthermore, WePlanr does not endorse any opinion, advice or statement made by the You.
18.3 No representations or warranties. WePlanr is not responsible for, and accepts no liability with respect to, any of Your Content uploaded, posted, transmitted or otherwise made available on the Platform by any person other than Us. For the avoidance of doubt, WePlanr will not be taken to have uploaded, posted, transmitted or otherwise made Your Content available on the Platform simply by facilitating others to post, transmit or other make Your Content available. Furthermore, WePlanr does not endorse any opinion, advice or statement made by the You.
18.4 Indemnity. WePlanr is not responsible for, and accepts no liability with respect to, any of Your Content uploaded, posted, transmitted or otherwise made available on the Platform by any person other than Us. For the avoidance of doubt, WePlanr will not be taken to have uploaded, posted, transmitted or otherwise made Your Content available on the Platform simply by facilitating others to post, transmit or other make Your Content available. Furthermore, WePlanr does not endorse any opinion, advice or statement made by the You.
18.5 Terms subject to law. WePlanr is not responsible for, and accepts no liability with respect to, any of Your Content uploaded, posted, transmitted or otherwise made available on the Platform by any person other than Us. For the avoidance of doubt, WePlanr will not be taken to have uploaded, posted, transmitted or otherwise made Your Content available on the Platform simply by facilitating others to post, transmit or other make Your Content available. Furthermore, WePlanr does not endorse any opinion, advice or statement made by the You.
18.6 No limitation on Your statutory rights. WePlanr is not responsible for, and accepts no liability with respect to, any of Your Content uploaded, posted, transmitted or otherwise made available on the Platform by any person other than Us. For the avoidance of doubt, WePlanr will not be taken to have uploaded, posted, transmitted or otherwise made Your Content available on the Platform simply by facilitating others to post, transmit or other make Your Content available. Furthermore, WePlanr does not endorse any opinion, advice or statement made by the You.
18.7 Consumer guarantees. WePlanr is not responsible for, and accepts no liability with respect to, any of Your Content uploaded, posted, transmitted or otherwise made available on the Platform by any person other than Us. For the avoidance of doubt, WePlanr will not be taken to have uploaded, posted, transmitted or otherwise made Your Content available on the Platform simply by facilitating others to post, transmit or other make Your Content available. Furthermore, WePlanr does not endorse any opinion, advice or statement made by the You.
19. TERMINATION
19.1

Termination without notice. We may, by providing written notice of our intention to do so, terminate these Terms with immediate effect if You:

(a) Breach of Terms. or Your Associates commit a serious or persistent breach of any term of these Terms which includes if any amounts owing to us remain unpaid after they have become payable;
(b) Detrimental acts. or Your Associates commit any act or series of acts materially detrimental to Our interests including conduct which may injure the reputation of Our business; or
(c) Cessation of business. Cease to carry on Your business in the usual manner.
19.2 What happens on termination. Upon termination of these Terms you must immediately stop using the Platform and pay all outstanding fees.
19.3 No effect on other duties. Except as otherwise provided herein, termination of these Terms for any reason shall not relieve or discharge either party from any duty, obligation or liability hereunder which was accrued as of the date of such termination.
20. GENERAL
20.1 Force majeure. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.2 No assignment by You. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.3 WePlanr may assign. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.4 No Waiver. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.5 Cookies. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.6 GST. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.7 VAT. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.8 Entire agreement. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.9 Disputes. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.10 Severability. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.
20.11 Governing Law. WePlanr will not be liable to You or any other party for any failure to perform its obligations under these Terms where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by Venues.

SCHEDULE 1 – MODEL CONTRACT

Unless indicated otherwise the capitalised terms used in this Model Contract have the meaning set out in clause 1.1 of the WePLanr Terms. A Model Contract is created in accordance with the WePlanr Terms. Unless otherwise agreed, the Business and the Customer enter into a Model Contract on the following terms:

1. COMMENCEMENT DATE AND TERM
1.1 The Model Contract is created when the Customer accepts the Business’s offer to provide the Services.
1.2 The Model Contract will continue until terminated in accordance with clause 7.
2. SERVICES
2.1 The Business will perform the Services in a proper and workmanlike manner.
2.2 The Business must perform the Services at the time and location agreed.
2.3 The parties must perform their obligations in accordance with any other terms or conditions agreed by the parties during or subsequent to the creation of the Model Contract.
3. WARRANTIES
3.1 Each party warrants that the information provided in the creation of the Model Contract is true and accurate.
3.2 The Business warrants that it has the relevant licences (if any) to provide the Services.
3.3 Where applicable, the parties incorporate the consumer guarantees contained in Part 3-2 of the Australian Consumer Law into the Model Contract, even if they are not already incorporated by law.
4. PAYMENT OR CANCELLATION
4.1 Upon the creation of the Model Contract, the Customer must pay the Service Fee in accordance with the WePlanr Terms.
4.2 Upon the Services being completed, the Business will provide notice on the WePlanr Platform.
4.3 The Customer will be prompted to confirm the Services are complete. If the Business has completed the Services in accordance with clause 2, the Customer releases the Service Fees in accordance with the WePlanr Terms.
4.4 If the parties agree to cancel the Model Contract, or the Customer is unable to contact the Business to perform the Model Contract, the Service Fees will be dealt with in accordance with the WePlanr Terms.
5. LIMITATION OF LIABILITY
5.1 Except for liability in relation to a breach of any implied condition, warranty or guarantee in a contract, the exclusion of which would contravene the law or cause any part of the contract to be void (“Non-Excludable Condition”), the parties exclude all consequential loss arising out of or in connection to the Services, and any claims by any third person, or the Model Contract, even if the party causing the breach knew the loss was possible or the loss was otherwise foreseeable.
5.2 Subject to any insurance or agreement to the contrary, the liability of each party to the other except for a breach of any Non-Excludable Condition is capped at the Service Fees.
6. DISPUTES
6.1 If a dispute arises between the parties, the parties will attempt to resolve the dispute within 30 days by informal negotiation (by phone, email or otherwise).
6.2 If the parties are unable to resolve the dispute in accordance with clause 6.1, either party may refer the dispute to WePlanr and act in accordance with clause 13 of the WePlanr Terms.
7. TERMINATION OF CONTRACT
7.1

The Model Contract will terminate when:

(a) the Services are completed and the Service Fees are released;
(b) a party is terminated or suspended from the WePlanr Platform;
(c) otherwise agreed by the parties; or
(d) notified by WePlanr in accordance with the WePlanr Terms.
8. GENERAL
8.1 You must not assign, sublicense or otherwise deal in any other way with any rights or obligations under these Terms whether in whole or in part – except as permitted under these Terms. Any unauthorised assignment, sublicense or other dealing shall be null and void.
8.2 Prior to resorting to any external dispute resolution process, the Customer and the Business will use reasonable endeavours to use mediation and negotiation to resolve any dispute arising out of or relating to this Model Contract.
8.3 The Business will not be liable to You or any other party for any failure to perform its obligations under the Model Contract where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of god, acts or threats of terrorism or war, interruption to telecommunications services and failures or delays caused or contributed to by You.
8.4 If any provision of the Model Contract is held by a competent authority to be invalid or unenforceable or otherwise becomes illegal, in whole or in part, it is to be read down or severed to the extent necessary and the validity of the other provisions of these Terms and the remainder of the provisions in question shall not be affected.
8.5 The Model Contract is governed by and shall be construed in accordance with the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts hearing appeals therefrom.

 

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