By entering into this agreement You, the Supplier, acknowledge that no statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions has been relied upon.
1. INFORMATION ABOUT US AND DEFINITIONS
Weddingly Limited t/a Toast (Weddingly Limited t/a Toast /We/Us/Our), a company incorporated and registered in England with company number 10312137, whose registered address is 5 Wheelers Yard, 87 High Street, Great Missenden, Buckinghamshire, HP16 0AL, operates the online platform available at www.planwithtoast.com (as amended by Us from time to time) (Platform).
These terms were most recently updated on 16.06.20 when we clarified clauses 6, 6.1, 6.2, 6.3 and 6.4.
The following definitions shall apply to the Supplier Agreement:
Content Standards: any Content Standards provided to Suppliers by Us, from time to time.
User Data: the personal data of Users.
User Terms and Conditions: the Platform terms and conditions of purchase for Customers.
Supplier Content: the content uploaded by Suppliers from time to time.
Supplier Member Area: the section of the Platform for Suppliers only.
2. PLATFORM AND SUBSCRIPTIONS
2.1 We provide a platform for Suppliers of Products and/or Services (including venues) for the wedding industry sector (Suppliers) to showcase and promote their Products and/or Services to Users. Any reference in this Supplier Agreement to You/Your/Yours is a reference to Suppliers.
2.2 You acknowledge and agree that We have absolute discretion in relation to the look, feel and content of the Platform. We reserve the right, without prior notice, to amend, delete and/or add to the Platform’s design, presentation and/or settings as well as some or all of its services and functions.
2.3 You acknowledge and agree that We can, in our absolute discretion, add or remove tags from your images, for the purposes of improving the functionality and/or performance of the Platform.
2.4 We can delete from the Platform, at any time, at our sole discretion, without prior notice, any Supplier Content that:
(a) is in breach of any applicable law or regulation;
(b) breaches or may breach Your obligations specified in clause 3 and/or any third-party rights; or
(c) any content which may be considered to be inappropriate, unlawful or inadequate or which does not meet, in our sole opinion, Our Acceptable Use Policy and/or any Content Standards.
2.5 Notwithstanding clauses 2.2 to 2.4, You acknowledge and agree that We cannot control all the Content that is published, so we cannot be responsible for it and that You will indemnify Us in full in relation to all and any direct and indirect losses suffered, and costs incurred, as a result of any of Your acts or omissions.
3 SUPPLIER OBLIGATIONS
3.1 By entering this agreement You warrant that:
(a) You are validly incorporated under the laws of the country in which your business is registered;
(b) You have the right, power and authority to enter into this Supplier Agreement and perform Your obligations; and
(c) all the information provided by You, the Supplier, is, at all times, accurate and complete.
3.2 You shall:
(a) be responsible for designing, creating, managing and amending the Supplier Content, in accordance with the Acceptable Use Policy and any Content Standards, including, without limitation, that you have the right and authority to upload the Supplier Content;
(b) be solely responsible for ensuring You have the right and authority to use any images and all other Supplier Content uploaded, including, without limitation, product information and photographs. You will be liable to both Us and third parties in the event of any breach of this clause 3.2(b). You will indemnify us for all and any direct or indirect losses and costs incurred by Us as a result of a breach of this clause 3.2(b). We reserve the right to disclose Your identity to any third party claiming that Supplier Content infringes their intellectual property rights;
(c) ensure that Your Supplier Content is maintained to a high standard of presentation and at all times accords with Acceptable Use Policy and any Content Standards, as updated from time to time [Link]. We reserve the right to remove any content that, in Our sole opinion, fails to comply with Our Acceptable Use Policy and any Content Standards;
(d) comply with all and any of Our instructions concerning Your Supplier Content. Any failure to comply with Our instructions may result in suspension, restriction or termination of your account.
(e) comply with all and any Policies and Guidelines we provide to you from time to time, as amended from time to time. It is acknowledged and agreed that it is the sole responsibility of Suppliers to review the Policies and Guidelines and ensure compliance with them. For the avoidance of doubt, We shall not be responsible for notifying Suppliers of any amendments, variations and/or additions to the Guidelines and/or Policies; and
(f) comply with all applicable laws and regulations.
3.3 You will not do anything that will adversely impact the reputation of the Platform and/or Our goodwill.
4 ACCOUNTS AND SUBSCRIPTIONS
4.1 In order to showcase and promote Your Products and/or Services on the Platform, Suppliers will be required to open an account and select a subscription option.
4.2 The subscription charges applicable to Your account will be for such period as You select. Unless you terminate Your subscription, it will be renewed for a period equal to the original period selected.
4.3 You will ensure that, at all times, Your payment method is valid to enable Your subscription charges to be paid.
4.4 You are responsible for maintaining the security of Your account.
4.4.1 Without prejudice to the generality of clause 4.4, the Supplier:
(a) is responsible for the security and proper use of all passwords, or other security devices used in connection with the Platform and access to its account (which responsibility shall include the obligation to change passwords on a regular basis);
(b) shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
(c) shall inform Us immediately (by emailing [email protected]) if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way or Supplier forgets or loses a password and must satisfy such security checks as We may operate in order to obtain a new password.
(d) is fully responsible for any and all activity on Your account, whether authorised by You or not.
5 COMMUNICATION WITH USERS
5.1 You will not communicate with Users unless, or until, they have initiated communication with You.
5.2 You will only communicate with Users in accordance with their preferences and in line with the specific consent You have received from them. You will ensure You maintain a record of Users’ preferences and consent to communications from You and will provide them to us upon request.
5.3 We require you to provide timely communication with Users.
5.4 You will indemnify Us for all and any direct and indirect losses sustained and costs incurred as a result of any breach of this clause 5.
5.5 You will not discourage, through the site or otherwise, any User from engaging with other Suppliers listed on Our site.
6.1 Our content is important and owned by Us: By choosing to contribute content (including, but not limited to, your listing, comments, reviews and other user generated content), you grant us the license to use your content for the purpose of promoting your work, services and business as well as for the purposes of furthering Toast’s business. (see Acceptable Use Policy)
6.2 You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us, or our licensors (including but not limited to, Suppliers listed on our site).
6.3 Your content is important and owned by You: Suppliers can provide content for their listings (Free or Pro) including images, video content, downloadable materials and text.
6.3.1 Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy and Content Standards Policy. You are responsible for your Supplier Content in its entirety and We are not the publisher of your Supplier Content. You warrant that any such Supplier Content complies with those standards, and you will be liable to us and indemnify us for any breach of this warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
6.3.2 In common with most user generated content platforms, your Supplier Content is non-confidential. You retain all of your ownership rights in your Supplier Content and you hereby grant us a worldwide, perpetual, royalty free, irrevocable, transferable, sub-licensable, non-exclusive licence to use, copy, publicly display or perform, reformat, excerpt (in whole or part), prepare derivative works of, distribute and reproduce said Supplier Content for the purpose of promoting your services and in connection with the platform, including any promotion and/or marketing for business development purposes. You agree that we may store archived copies of your Supplier Content and may continue to use them for any materials created prior to your withdrawal or removal of your Supplier Content in accordance with the perpetual licence outlined above. For the avoidance of doubt, once any/or all of your Supplier Content has been withdrawn, no new materials will be created from it.
6.4 You may remove your Supplier Content at any time either by completing the actionable steps on the site directly and contacting Toast by emailing [email protected] to remove your images.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 We are the owner or licensor of all intellectual property rights in the Platform, including both the design, trademarks, logos and copyright of the Platform, and, subject to your ownership of Your trademarks, all the content on the Platform, whether uploaded by Us or by You.
7.2 You agree not to copy (in whole or in part and in any medium), adapt, modify or commercially exploit any of our intellectual property rights, including, but not limited to, texts, designs, graphics, information, databases, sound and/or image files, logos, etc.) and/or any other Platform features and/or any other rights belonging to us. For the avoidance of doubt, the reproduction, distribution, transmission, adaptation or modification, through any means and in any way, of the Platform content and/or features is forbidden.
7.3 We own all the User Data generated. Suppliers shall not use any User Data for any purpose other than as specified in clause 5 of these Terms.
8 WARRANTIES AND INDEMNITIES
8.1 You warrant that:
(a) You have the right to showcase and promote the Products and/Services to which Your Supplier Content relates;
(b) you own or otherwise control all of the rights to the content you submit to Us and/or upload to the Platform, and that the use of such materials by You and/or Us will not infringe upon or violate the intellectual property or any other rights of any third party;
(c) the Supplier Content is correct, complete, accurate, up to date and complies with all applicable laws in all respects;
(d) You will comply with all applicable laws and will do nothing to cause us to breach any applicable laws;
(e) You have all licences, consents, permits and authorities necessary in connection with the showcasing and promotion of the Products and/or Services and have procured such licences of any intellectual property rights as are necessary to showcase and/or promote the Products and/or Services;
(f) You will not act in any way which damages our goodwill and/or the reputation of the Platform.
8.2 For purposes of this clause 8, "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
You will defend, indemnify and hold Us harmless, from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including legal fees) arising out of any Claim that arises out of or relates to:
(a) any actual or alleged breach of your representations, warranties, or obligations in this Supplier Agreement; or
(b) Your own website or other sales channels, the products You sell, any content You provide, the advertisement, offer, sale or return of any of Your Products and/or Services; or
(c) any actual or alleged infringement of any intellectual property or proprietary rights by any of Your Supplier Content.
8.3 This paragraph 8 shall survive termination of the Supplier Agreement between us and you.
8.4 Our rights and remedies under this Supplier Agreement are in addition to or rights and remedies implied by statute and common law.
9 LIMITATION OF LIABILITY
9.1 Nothing in this Agreement shall operate so as to exclude or limit Our liability for death or personal injury arising out of negligence or for any other liability which cannot be excluded or limited by law.
9.2 We will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the Supplier Agreement, the Platform, the inability to use the Platform.
9.3 We will not be liable or responsible for any failure to perform, or delay in performance of, any of the obligations under these Terms that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
10 NO PLATFORM WARRANTIES
10.1 The Platform is provided on an "as is" basis. We do not make any representations or warranties of any kind, express or implied, including, without limitation:
(a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
(b) that the Platform will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;
(c) any implied warranty arising from course of dealing or usage of trade, to the full extent permissible under applicable law; and
(d) any obligation, liability, right, claim, or remedy in tort, whether or not arising from Our negligence.
11 CONFIDENTIAL INFORMATION
11.1 A party (the “receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are disclosed to the receiving party by the other party (the “disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products or its services which the receiving party may obtain.
11.2 The receiving party shall only disclose such confidential information to the extent required by law or to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the receiving party's obligations under the contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.
11.3 For the avoidance of doubt, the details of Users shall be confidential information belonging to us.
12 DATA PROTECTION
12.1 You acknowledge and agree that the personal data (as defined in the Data Protection Act 1998) of Customers (Personal Data) belongs to Us.
13 RIGHT TO VARY TERMS
We reserve the right to make changes to this agreement at any time. Changes to this Supplier Agreement are effective when the changes are posted on this platform. It is the Supplier’s responsibility to review the Supplier member area and any changes made to this Supplier Agreement. Continuing to showcase Your Products and/or Services on the Platform will constitute your agreement to any changes made to the Supplier Agreement.
14.1 This Supplier Agreement shall continue unless and until terminated in accordance with this clause 14.
14.2 This Supplier Agreement may be terminated by either party by prior written notice to take effect at the expiry of the relevant subscription period.
14.3 This Supplier Agreement may be terminated immediately if:
(a) either We or You commit a material breach of these Terms;
(b) you fail to pay any subscription charges that are payable to Us when they fall due;
(c) the Supplier becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or goes into voluntary liquidation (otherwise than for the purposes of reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any relevant jurisdiction occurs to the Supplier.
14.3 On termination, your account will be closed and Your Supplier Content will be removed from the Platform immediately.
14.4 You will pay Us all charges due up to and including the date of any suspension or termination.
14.5 Termination of this Supplier Agreement shall not affect any of Our accrued rights nor the continuance in force, of any provision in the Supplier Agreement which is expressly or by implication intended to continue in force after such termination.
15.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of our rights or obligations under these Terms.
15.2 You may not assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under these Terms without our prior written consent.
If we fail to insist that You perform any of Your obligations under these Terms, 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.
Each clause of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
18 GENERAL PROVISIONS
18.1 Entire Agreement
This Supplier Agreement, including any terms and conditions incorporated herein by reference, including but not limited to the Privacy Notices, Acceptable Use Policy and any Contents Standards, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
We and You are independent contractors and nothing in this Supplier Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed in, or implied from, this Supplier Agreement is intended or shall be construed to give to any person other than the parties any legal or equitable right, remedy, or claim under or in respect to this Supplier Agreement.
If any provision of this Supplier Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
18.4 No Waiver
We will not be considered to have waived any of our rights or remedies described in this Supplier Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by Us in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the performance of any provision of this Supplier Agreement shall not constitute a waiver of either party's right to subsequently enforce such provision or any other provisions of this Supplier Agreement.
18.5 Governing Law and Jurisdiction
This Supplier Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual disputes or claims), shall be governed by English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement (including any non-contractual disputes or claims).