DJAAYZ END-USER AGREEMENT FOR PLANNERS (“PLANNER AGREEMENT”)

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THIS DOCUMENT IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND CHEERS. PLEASE READ THIS PLANNER AGREEMENT CAREFULLY PAYING PARTICULAR ATTENTION TO THE LIABILITY PROVISIONS AT CLAUSE 15. THIS PLANNER AGREEMENT SHALL BE DEEMED ACCEPTED BY CLICKING “ACCEPT” OR OTHERWISE PROCEEDING TO USE THE APP. ONCE ACCEPTED YOU UNDERSTAND THAT YOU  WILL BE BOUND BY ITS TERMS.

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IMPORTANT WORDS AND DEFINITIONS

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In this Planner Agreement, the following words have the following meanings:

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“Account” means an account which is individual to you, which is created for the purpose of becoming a User of the App. 

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“App” means the DJAAYZ app, version 1.0 or later.

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“Appstore” has the meaning given to it in clause 1.1. 

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“Appstore Rules” has the meaning given to it in clause 1.1. . 

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“Booking Price” the price paid by you for a Booking. 

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“Business Day” means any day, other than a Saturday or Sunday or any public holiday, when the Banks in London are open for business. 

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“Business User” means any User who is not a Consumer. 

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“Cheers” means Cheers App Limited, a company registered in England and Wales with its registered office 563 Chiswick High Road, London, W4 3AY United Kingdom. 

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“Content” means any text, software, scripts, graphics, photos, sounds, music, videos, audio-visuals combinations, interactive features and other materials you may view on or access through the App, including User Content.  

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“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession.

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“Data Protection Legislation” means for such time as they are in force in England and Wales, all legislation which relates to the protection of individuals’ rights in their Personal Data and the protection of their privacy, including the DPA, GDPR, UK GDPR, PECR and all such legislation as may supplement, amend or replace them from time to time.

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“Device” means a mobile phone or other computing device (such as a ‘tablet’) with internet functionality.

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“DJ Equipment” means essential equipment required for the DJ to provide the DJ Services including, without limitation CDJs, speakers, mic, cables/connections as agreed between you and the DJ (always excluding access points for the DJ Equipment). 

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“DJ Services” means any services provided by the DJ at an Event. 

“DPA” means the Data Protection Act 2018 and all subordinate legislation to it.

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“Event” means an event hosted or otherwise organised by Planners. 

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“GDPR” means Regulation (EU) 2016/679.

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“Intellectual Property Rights” means patents, trademarks, and service marks, rights in design, trade or business names or signs or domain names, copyrights (including without limitation rights in computer software, databases and websites), database rights, rights in confidential information (including without limitation know how and trade secrets), moral rights (and the benefit of any and all waivers thereof), rental and lending rights, topography rights (whether or not any of these is registered and including applications for registration of any such thin) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist at any time anywhere in the world and all rights of action and goodwill arising at any time in relation thereto. 

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“Payment Partner” means our chosen payment partner to process any payments made through the App.  

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“PECR” means the Privacy and Electronic Communications (EC Directive) Regulations 2003.

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“Personal Data” has the meaning set out in the Data Protection Legislation.

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“Privacy Policy” means Cheers’ privacy policy supplied to Users via the App, as may be updated from time to time. 

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“Planner” means any User who signs up to use the Services to search and/or secure DJ Services. 

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“Riders” means special conditions for the provision of your DJ Services set out by the DJ. 

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“Services” means your use of the App and the Content we provide to you through it.  

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“UK GDPR” means the version of the GDPR as amended and retained for UK law. 

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“User Content” means Content which a Planner or a DJ contributes, submits, uploads, publishes or otherwise makes available through the App  

Where this Planner Agreement refers to “you” or “your” it means the individual accepting this agreement; where it refers to “us”, “our” or “we” it means Cheers.

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Agreed terms

  1. ACKNOWLEDGEMENTS
    1. Use of the App by you is governed by the terms of this Planner Agreement but may also be subject to any rules or policies applied by any appstore provider or operator from whose site you may download the App (such a site an “Appstore”, and such rules “Appstore Rules”).  If there is any conflict between the terms of this Planner Agreement and the Appstore Rules, the Appstore Rules will apply instead of these terms. 
    2. We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you make use of the App.  Any such new terms may be displayed on-screen when you next use the App, and you may be required to read and accept them in order to continue your use of the App. 
    3. The terms of this Planner Agreement apply to the App and to any updates or supplements to the App, unless such additions are provided pursuant to separate terms, in which case those terms shall apply. 
    4. From time to time we may automatically update the App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Depending on the update, you may not be able to use the Services until you have downloaded, streamed or accepted the updates and accepted any new applicable terms.
    5. You will be assumed to have obtained permission from the owners of any Devices that are controlled, but not owned, by you which you may use to access or use the App. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this Planner Agreement for the use of the App on any such Device, whether or not it is owned by you.
    6. You acknowledge that we will process your Personal Data on the basis set out in our Privacy Policy and accept that we will process some of your Personal Data in order to deliver the App and Services to you in accordance with this Planner Agreement. You must read our Privacy Policy. You can review our Privacy Policy at any time when using our App. You warrant that any Personal Data that you provide to us is accurate, complete and up to date in all respects.
    7. You acknowledge and agree that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
    8. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
  2. YOUR ACCOUNT 
    1. In order to receive the Services, you must register and create an Account with us using the App.  
    2. You agree that you will be solely responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username, password and Account information.
    3. You must notify Cheers immediately of any breach of security or unauthorised use of your Account that you become aware of.  
    4. You confirm that the information you provide when creating your Account is accurate and complete, and that you will update us through the App as and when your information changes. 
    5. By setting up an Account you confirm that you are at least 18 years of age or, if higher, the appropriate age of majority in which you can lawfully use the Services, you are not precluded by domestic laws to use the Services and you have not been previously banned from using the App and/or the Services. 
  3. LICENCE
    1. We grant you a revocable, non-transferable, non-exclusive licence to use the App and to receive the Services on your Devices, subject to these terms, the Privacy Policy and any other documents referred to hereunder. We reserve all other rights.
    2. We may suspend, terminate or withdraw the licence at clause 3.1 which may include your access to your Account, the App and Services where you breach these terms or where it is necessary to protect our legitimate business interests without notice to you.   
  4. MAKING A BOOKING 
    1. The App enables you to book DJ Services with DJs (each a “Booking”). Any DJ Services are subject to availability, and we cannot guarantee that DJ Services will be available at a particular location, date or time.
    2. When making a Booking you may select certain options in order to tailor your Booking. Some of these options may increase the price of the Booking including, without limitation, the provision of DJ Equipment. 
    3. You must read all information provided by the DJ about the DJ Services on the App as it may include important information about the terms on which they are able to provide the DJ Services, including, without limitation, specifications of any DJ Equipment which they require in order to provide the DJ Services (if you and not they are supplying the DJ Equipment). You will be deemed to have read and understood this information when making a Booking. We shall not be responsible for failure to read this information. 
    4. You may only make a Booking for DJ Services between 85 days and 6 hours before the date and time at which you require such DJ Services at an Event or any other time periods which we notify you of from time to time through the App. 
    5. Any Booking which you make is subject to confirmation by the DJ. We allow DJs 24 hours to provide their confirmation of any Booking. Please allow at least 24 hours for us to notify you of confirmation or rejection of your Booking. You understand that where a DJ does not confirm any Booking within 24 hours then the Booking shall be deemed rejected and you may use the Services to select alternate DJs to provide the DJ Services. 
    6. At the time your Booking is confirmed, a legally binding contract is formed between you and the DJ pursuant to any terms and conditions that the DJ may provide or make available to you through the App or otherwise. If your Booking is rejected, no such contract will be formed, and you may continue searching for a DJ using the App. 
  5. CHANGING AND CANCELLING A BOOKING
    1. If you wish to change or cancel a Booking, you must do so through the App. It is important that you change or cancel a Booking as soon as possible.
    2. You may submit a request to change a Booking (because for example the date of the Event has changed) at any time. Any change request is subject to the DJ’s availability. If the DJ is not available, then the Booking can only be changed by cancelling your Booking and making a new one. For the avoidance of doubt, cancellation of any such Booking to be calculated by reference the original date of the Event when the Booking was first made and not any reschedule date.  
    3. If you cancel the Booking: 
      1. at least 45 days before the Event, you will be entitled to an 80% refund of the Booking Price; 
      2. 30-44 days before the Event, you will be entitled to 50% refund of the Booking Price; 
      3. 15-29 days before the Event, you will be entitled to a 25% refund of the Booking Price; and 
      4. 0-14 days before the Event, you will not be entitled to any refund of the Booking Price. 

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  1. If a DJ cancels the Booking at any time, then you shall be entitled to a full refund.
  1. PRICE AND PAYMENT
    1. DJs shall have sole discretion to set or change the prices of the DJ Services. However, the price to be paid for any DJ Services will always be shown before you can make a Booking. 
    2. Full payment is required when making a Booking. You can pay through your Account on the App. Payments are made using our Payment Partner. Use of our Payment Partner to purchase the DJ Services will be subject to their terms and conditions. In order to process your payment, you will be required to accept our Payment Partner’s terms and conditions. 
    3. We may change or add to our payment methods from time to time. Such changes or additions will be as set out in the payment page on the App. 
    4. You authorise us (or our payment processor) to charge your credit or debit card, or your bank account, using the payment information provided when making your Booking. 
    5. You understand that we take a commission from the Booking Price for the provision of the Services and make any other required third party payments before paying the DJ the balance.  Our commission is in consideration for making the Services and App available to you and facilitating the booking of the DJ Services. The commission is therefore non-refundable, except if the DJ cancels the booking. 
  2. DJ USER CONTENT
    1. As a Cheers Account holder, you may access Content when using the Services. We require our DJs to ensure that their User Content is accurate, complete and not misleading in any way, but we do not verify such content, nor do we have control over the subject matter or content of any such User Content. 
    2. You accept that each DJ, and not us, is solely responsible for all aspects of their User Content.  
    3. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Cheers with respect to any User Content. 
  3. YOUR USER CONTENT
    1. As a Cheers account holder, you may submit User Content. 
    2. You agree not to provide User Content that is: 
      1. false, inaccurate or misleading; 
      2. in breach of any third party rights (including without limitation its Intellectual Property Rights, rights to privacy, or rights to confidentiality); 
      3. abusive of otherwise intended to bully, harass, insult, intimate or humiliate; or
      4. defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Cheers in its sole discretion.

 

  1. You represent and warrant to us that you have all rights, permissions and consents to submit any User Content to us. 
  2. We have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their rights, including, without limitation, their Intellectual Property Rights, right to privacy or confidentiality or is otherwise in breach of the terms of this Planner Agreement. 
  3. Cheers may, but shall not be obligated to, review, monitor, or remove your User Content, at any time and for any reason, without notice to you.
  1. PLANNER RESPONSIBILITIES

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  1. You accept that solely you, and not us, are responsible for all aspects of the Event. This Planner Agreement nor the provision of the Services shall be deemed to establish any contract concerning the arrangement, organisation, hosting and/or delivery of the Event. 
  2. You shall be responsible for ensuring that the DJ is able to provide the DJ Services at the Event, including without limitation:  
    1. ensuring that you have necessary permits, consents, licences and/or authorisations to host the Event and for the DJ to provide the DJ Services at the Event during the required time periods; 
    2. ensuring the lawfulness of the Event and any ticket sales of the Event;  
    3. ensuring the safety, security and welfare of the DJ whilst at the Event;
    4. ensuring that the DJ booth and DJ table are both protected and stable enough to hold the DJ Equipment; 
    5. ensuring that there are sufficient access points for the DJ Equipment;  
    6. ensuring that all terms in the DJ Riders are fulfilled; 
    7. supplying DJ Equipment that is fit for purpose and is of a reasonably high quality (where the Planner has agreed to supply the DJ Equipment); 
    8. supplying a sound system for the DJ to use in connection with the DJ Services;
    9. ensuring that the guests act lawfully at all times; 
    10. ensuring that all guests are wearing appropriate clothing; 
    11. ensuring that all guests are over 18 (if alcohol is being served at the Event) and that guests are not under the influence of drugs or other illicit substances; and 
    12. ensuring that you and all guests are respectful to the DJ and do not physically or verbally abuse the DJ in any manner whatsoever.

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  1. You understand that where the DJ has reason to believe that their safety is at risk due to safety measures (or lack thereof) at the Event, your behaviour or the Guests behaviour then the DJ may at his own option leave the Event before providing the DJ Services.  
  2. You understand and agree that in order to protect our legitimate business interests you shall not, without our prior written consent, for as long as you hold an Account and for a period of 6 months after the Account is terminated (for whatever reason) in any manner circumvent the App to solicit or accept business from any DJ you have encountered through the App. 
  1. LINKS FROM THE APP 
    1. The Service (including the Content) may include hyperlinks to other web sites that are not owned or controlled by Cheers.  Cheers has no control and assumes no responsibility for the content, privacy policies or practices of any third-party websites. 
    2. You acknowledge and agree that Cheers is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. 
    3. You acknowledge and agree that Cheers is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. 
  2. INTELLECTUAL PROPERTY 
    1. All Intellectual Property Rights in the App and the Services throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to you. You have no Intellectual Property Rights in, or to, the App or the Services other than the right to use them in accordance with these terms.  
    2. You are the owners of all Intellectual Property Rights in your User Content, and you shall be solely responsible for the same. You grant Cheers a worldwide, perpetual, irrevocable, transferable, royalty-free licence, with the right to sub-licence, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised without further notice to or consent from you, and without the requirement of payment to you or any other person or entity in order to provide the Services. 
    3. Except for your User Content, you accept and acknowledge that all Content on the Service is either owned by or licensed to Cheers by third parties, and is subject to the Intellectual Property Rights of Cheers or Cheers’ licensors. Any third-party trade or service marks present on such Content are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Cheers or, where applicable, Cheers’ licensors. Cheers and its licensors reserve all rights not expressly granted in and to their Content. 
  3. LICENCE RESTRICTIONS 

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Except as expressly set out in this Planner Agreement or as specifically permitted by any local law, you agree:

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  1. not to copy the App or the Services except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;

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  1. not to rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us; 

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  1. not to translate, merge, adapt, vary or modify the whole or any part of the App or the Services, nor permit the App or the Services any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on Devices as permitted in these terms;

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  1. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:

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  1. is used only for the purpose of achieving inter-operability of the App with another software program;

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  1. is not disclosed or communicated without our prior written consent to any third party; 

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  1. is kept secure; and

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  1. is not used to create any software that is substantially similar to the App;

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  1. not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any third party without prior written consent from Cheers; and

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  1. to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the App or Service.

Together, such conditions the “Licence Restrictions”.

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  1. ACCEPTABLE USE RESTRICTIONS

As a condition of being granted access to the App and the Services you agree:

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  1. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Service or features that enforce limitation on use of the Service or the Content;
  2. not to launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Services in a manner that sends more request messages to the Cheers servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard web browser; 
  3. not submit or transmit any material, including User Content, that is unlawful, in breach of third party rights, inaccurate, false, defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service; 
  4. not use the App or Service in an unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Planner Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
  5. not use the App or Service to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is, or which would be unlawful;
  6. not infringe our rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not expressly licensed by this Planner Agreement);
  7. not use the App or Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users; and
  8. not collect, extract or harvest any information or data from the App, any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Together, such conditions the “Acceptable Use Restrictions”.

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  1. WARRANTIES AND DISCLAIMERS 
    1. Although we make reasonable efforts to update all information which is provided by us through the App and the Service, we make no representations, promises, warranties or guarantees, whether express or implied, that such information is accurate, complete or up-to-date.
    2. All Content we submit on the App is for information purposes only. Such Content is not intended to be a substitute for professional advice. 
    3. The App and Services have not been developed to meet your individual requirements. Please check that the features and functions of the App and Services (as set out in the App) meet your requirements. 
    4. You agree that the Services (or any part thereof) will not be available during any maintenance carried out by us or our selected third parties. We shall use reasonable endeavours to notify you of any planned maintenance periods. Accordingly, you agree to back up any Content used in connection with the App to protect yourself in case of problems with the App or Services.
    5. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    6. Save for as expressly set out in these terms and to the extent permitted by law, no implied terms, warranties or conditions shall apply to the App or Services, or their use by you.  
  2. LIMITATION OF LIABILITY 
    1. References to liability under this clause includes every kind of liability arising under or in connection with this Planner Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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  1. Cheers shall not be liable for: 
  1. any loss or damage caused by other Users including any loss in connection with another Users’ conduct;
  2. your exposure to DJ Content or User Content;  
  3. any loss or damage that was not directly caused by Cheers’ breach of this Planner Agreement; 
  4. any actions or omissions of the Service DJ or other Users;
  5. any loss or damage caused by you including without limitation your failure to provide Cheers with accurate Account information and your failure to keep your password or Account details secure and confidential; 
  6. any loss or damage that was not, at the time this Planner Agreement was formed between you and Cheers, a reasonably foreseeable consequence of Cheers breaching this Planner Agreement; or 
  7. any damage to your Device caused if the App is defective which could have been avoided by using the App in accordance with these terms or otherwise following our advice to remedy any defect.
  1. If you are a Business User, in addition to the limitations and exemptions set out under clause 15.2, we shall not be liable to you for the following types of loss or damage: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss or damage to property; loss of or damage to goodwill or reputation; indirect or consequential loss.  
  2. Our maximum aggregate liability under or in connection with this Planner Agreement (or any collateral contract) and your use of the App and Services shall in all circumstances be limited to £1,000.
  3. Nothing in this Planner Agreement shall limit or exclude our liability for:
    1. death or personal injury resulting from our negligence;
    2. fraud or fraudulent misrepresentation; or
    3. any other liability that cannot be excluded or limited by English law.
  1. RELEASE FROM CLAIMS WITH DJS
    1. We do not own, create, sell, provide, control, manage or otherwise supply any of the DJ Services. DJs alone are responsible for the DJ Services. When a Booking is confirmed for the DJ Services, a legally binding contract is formed solely between you and the DJ. We are not and do not become a party to any contractual relationship for or in connection with the purchase and sale of DJ Services. 
    2. As we are not the DJ, we have no control and do not give any commitment relating to the existence, quality, safety, genuineness or legality of the DJ Services, any DJ Content, the ability of the DJ to provide the DJ Services and we have no liability in this respect. 
    3. If there is a dispute between you and a DJ, you hereby release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  You shall indemnify us and our connected parties against any losses, damages, expenses, costs, liabilities or claims we or our connected parties may suffer or incur arising out of or in connection with any such disputes.
    4. We encourage all Planners to take out appropriate insurance from a reputable insurance provider to cover their potential liabilities when hosting Events.  

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  1. COMPLAINTS 
    1. You may submit a complaint to us about a DJ and/or the DJ Services provided.

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  1. When handling a complaint we shall: 
    1. investigate the matter having regard to the information provided by the DJ and yourself including, but not limited to, accessing any relevant information available on our App such as any conversations which have taken place through the App’s chat functionality or any Content; 
    2. Where appropriate, notify the DJ who is the subject of the complaint;
    3. work with both parties to resolve the dispute; and
    4. determine any other actions that should be taken. 
  2. Our handling of the complaint does not under any circumstances bind us as a party in any contractual relationship for or in connection with the provision of DJ Services.   
  3. This provision does not replace yours or the DJ’s rights to pursue proceedings or take any form of action against the other. 

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  1. TERMINATION OF THIS PLANNER AGREEMENT  
    1. You may terminate this Planner Agreement at any time, by: 

(a) notifying  Cheers; and 

(b) closing your Account. 

  1. Without prejudice to our rights hereunder, we may terminate this Planner Agreement immediately without notice to you:
    1. if you commit a breach of this Planner Agreement which you fail to remedy (if remediable) within 3 days after being notified to do so;
    2. if you breach any of the Licence Restrictions or the Acceptable Use Restrictions; 
    3. if we have any reason to suspect that your use of the App and Services is unlawful, or that it would bring us and/or other Users or the App into disrepute; 
    4. if we believe that we are required to terminate your use of the App and Services by law or any instruction of a regulator or other body with competent authority; or
    5. if we withdraw the App from service, or otherwise reorganise or restructure our business so as to necessitate the termination or suspension of provision of the App to you. 
  2. Without prejudice to our rights hereunder, we may terminate this Planner Agreement, or generally cease offering or deny access to the App and Services or any portion thereof, at any time for any or no reason whatsoever, immediately by notifying you in writing. 
  3. On termination for any reason:
    1. all rights granted to you under this Planner Agreement shall cease;
    2. any confirmed Booking will be automatically cancelled, and you may be entitled to a partial refund in accordance with clause 5.3;
    3. you must immediately cease all activities authorised by this Planner Agreement, including your use of any Services; and
    4. you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App then in your possession, custody or control and certify to us that you have done so.
  1. COMMUNICATION BETWEEN US
    1. If you wish to contact us, please contact us by e-mail at contact@djaayz.com or by post to 563 Chiswick High Road, London, W4 3AY United Kingdom. 
    2. If we have to contact you or give you notice in writing, we will do so by e-mail, text message, short message service or by pre-paid post using the contact details you have provided to us or via any messaging or notification service available on the App.
    3. Where any communication or notification is sent by: 
      1. e-mail, text message, short message service  or via the App, such communication or notification shall be deemed received at the time of transmission (provided that the sender does not receive any kind of transmission failure notice); and 
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
  2. EVENTS OUTSIDE OUR CONTROL
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Planner Agreement that is caused by any act or event beyond our reasonable control, including, without limitation, failure of public or private telecommunications networks (each an “Event Outside Our Control”).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under this Planner Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. 
    3. We shall take reasonable steps to prevent or minimise delay. 
  3. OTHER IMPORTANT TERMS
    1. We may transfer our rights and obligations under this Planner Agreement to another organisation, but this will not affect your rights under this Planner Agreement.
    2. You may only transfer your rights or obligations under this Planner Agreement to another person if we agree in writing.
    3. If we fail to insist that you perform any of your obligations under this Planner Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    4. Each of the terms of this Planner Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect.
    5. This Planner Agreement, and any documents referred to therein, its subject matter and its formation, are governed by the law of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction to settle any disputes (including non-contractual) arising from or in connection with this Planner Agreement.
    6. The use of this App is lawful in England and Wales. Should you choose to use the App, anywhere else in the world you are responsible for checking local law and ensuring your compliance with it. 

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