Agency Terms and Conditions

Updated: 31st July 2020

1. Agency Terms & Conditions

   1. In addition to Planfy general Terms & Conditions which can be viewed here, "Agency Portal" users including "Resellers" and "Affiliates" agree to "Agency Terms and Conditions". These Terms for Agencies "Terms" govern the legal relationship between the "Agency" (the person or entity who subscribed on Planfy.com to be a reseller or affiliate of Planfy booking system - the "Software") and Planfy (2K Digital Ltd and Planfy.com) the "Provider" (together as "Parties") where:

      1. The "Provider" supplies the "Software as a Service".
      2. "Agency" resells the "Software" to its own customer base.

   2. These terms, together with the signup form filled out and accepted by Agency constitute the legally binding contract between Provider and Agency concerning the subject matter herein (the “Contract”).

   3. Agency confirms and undertakes that all information provided by Agency, as well as any future information provided by Agency to Provider, will be true and accurate. The Provider may, from time to time, institute rules and procedures with respect to opening and maintaining an Agency account with Planfy, which rules and procedures shall be deemed as incorporated by reference into these Terms, and Agency shall be bound by such rules and procedures and comply with them.

   4. Planfy shall provide Agency with access to a web-based dashboard (the "Agency Dashboard" also known as “Agency Portal”), from which Agency will be able to manage its account activities in referring potential customers to Planfy and/or reselling to such potential customers.

   5. Agency shall be responsible to have its Active Customers agree to Planfy Terms and Conditions as a condition for Client’s use of the Service and shall be liable to Planfy.com for failure to do so in case of any liability, loss, expense or damage.

   6. In order for "Agency" to be entitled to resell or refer to any potential customer and to receive any consideration in respect of an acquisition of "Service" resulting from such referral or resale, such potential customer will be invited to register on Planfy.com via "Agency Dashboard". A customer who is successfully registered is referred to herein as a "Registered Customer". A “Registered Customer” of an Agency who actually acquires Planfy.com paid Service through Agency. During the term of the Contract with the Agency, the Customer is referred to as an "Active Customer" for as long as it continues to pay (or Agency continues to pay in respect to such customer) for the Service. The rules and procedures for registering a potential customer and for a Registered Customer to maintain its status as such are determined by Provider and set forth in the Agency Dashboard and/or on the Planfy.com website, as such rules and procedures may be changed by the Provider from time to time at its discretion.

2. Types of Partnerships

   1. Agency shall be entitled to choose one of the following Planfy.com Agency partnership programs:

      1. Referral program - where Agency is provided by Planfy.com with manners (such as tractable links and APIs) by which it can refer potential customers to Planfy in order to acquire the Service from Provider. The potential customer purchases the Service directly from Planfy.com and pays Provider directly for the Service.

      2. Reseller program - where Agency may resell the Service directly to its Registered Customers through the Agency Dashboard, and charge such Registered Customers a fee for the Service. Agency will be provided with a functionality to invite Customers to access a web-based Business Portal (the "Business Portal") and use the Service for as long as the applicable fees with respect to Agency and such Active Customer are duly paid to Planfy.

      3. In the reseller program, Agency shall be responsible for providing support services to its Active Customers with respect to the Service and Planfy.com shall provide Agency with email and phone support services in respect of the Service, during regular working days and hours.

3. Agency Obligations and Restrictions

   1. Agency shall only be entitled to market and resell the Service to customers for own use and not for further resale, lease or other form of commercialisation.

   2. In marketing and reselling the Service, Agency shall maintain best commercial standards of quality, in accordance with industry standards, and shall work diligently and use Agency’s best efforts to continually promote and protect the integrity of the Service.

   3. Agency will not be engaged in or allow any marketing, promotion or other activities targeting or involving persons under 18 years of age (or such other age of legal capacity according to applicable jurisdiction) or that are otherwise illegal in any applicable jurisdiction (including, without limitation, with regard to money laundering laws) or that involve fraud, spamming, false, misleading or unauthorized advertising or representations, use of stolen credit cards, and unauthorized use of any intellectual property rights or other third party rights.

   4. Agency shall not market or promote the Service in association with any web sites or content that include: graphically violent content, racial intolerance, or advocacy against any individual, group, or organization; pornography, adult, or mature content; hacking/cracking content; illicit drugs and drug paraphernalia; excessive profanity; gambling or casino-related content; content regarding programs which compensate users for clicking on ads or offers, performing searches, surfing websites, or reading emails; excessive, repetitive, or irrelevant keywords in the content or code of web pages; sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns); sales or promotion of beer or hard alcohol; sales or promotion of tobacco or tobacco-related products; sales or promotion of prescription drugs; sales or promotion of products that are replicas or imitations of designer goods; any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others.

4. Payments

   1. Enrollment to an Agency program may require the payment by Agency to Provider of a periodical or an initial setup fee, as shall be specified from time to time on the Planfy.com Website (also known as “Agency fee”). Payment of such periodical fee (if any) shall be a pre-condition for Agency’s enrollment and entitlement under a program.

   2. Subject to compliance with these Terms, for each of the Agency programs, Agency shall be entitled to consideration in respect of such Agency’s Registered Customers that become Active Customers, as follows:

      1. Referral Program. Provider shall pay Referral Agency an amount of up to 10% of the subscription fees (excluding, for the avoidance of doubt, any taxes added to such fees) actually received by Provider from such Active Customer with respect to its first 24 months of paid subscription and Agency shall not be entitled to any consideration with respect to any period of subscription beyond such first 24-month period.

      2. Payment by Provider to Referral Agency shall be made only if and when the aggregate fee due to Agency in respect of Active Customers exceeds £100 and thereafter payment shall be made within 30 days from the end of each calendar month, with respect to subscription fees received by Provider from the Active Customers of such Agency during such calendar month. Payments by Provider shall be made in GBP or, if Planfy so chooses, in the currency paid to it by the applicable Active Customer. Payments shall be calculated on the basis of Provider’s records, which shall be deemed conclusively accurate.

      3. Provider may change its standard customer subscription fees from time to time by prior notice to Agency (which may be provided by email, notice in the Agency Dashboard or otherwise, at Planfy’s discretion) of at least 30 days (provided that, with respect to an Active Customer under an annual subscription, such changed fees shall apply only as of the end of the then current annual subscription period).

      4. Planfy.com may also change the percentage rates of the subscription fees specified above as payable by Provider to Agency by the same prior notice stated above, provided that such change shall not apply with respect to then Active customers.

      5. Payment obligations towards Planfy are non-cancelable and all amounts paid to Provider are non-refundable (including in case of expiration/termination of this Contract).

      6. The consideration to Agency stated above constitutes the full and final consideration due to Agency and Agency shall not be entitled to any additional consideration of any form for any of its actions in connection with Planfy or the Service. Specifically, no consideration shall be due to the Agency in respect of any introduction, alleged introduction or sale of the Service that is not done through the Agency Dashboard and in compliance with these Terms.

5. Intellectual Property

   1. As between Provider and Agency, Provider shall exclusively own all right, title and interest, including all related intellectual property rights (in the broadest sense of the term) in and to the Service and any data obtained through the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Agency or any other party relating to the Service. The Planfy name, logo, and the service names associated with the Service are trademarks of Planfy, and no right or license is granted herein to use them.

6. Disclaimer of Warranties

   1. The Service is provided by Planfy on an “as is” and “as available” basis. all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement are disclaimed by Planfy to the maximum extent permitted by applicable law. Without derogating from the aforesaid, the Provider makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. Provider does not represent or warrant that (a) the use of the online Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, or that (b) the Service and its quality will meet Agency’s or any customer’s requirements or expectations. The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. The Provider shall not be responsible for any delays, delivery failures, or other damage resulting from such problems.

7. Limitation of Liability

   1. To the fullest extent permitted under applicable law, in no event will the Provider be liable to Agency or any third party for any loss of profits, loss of use, business interruption, loss of data, cost of cover or indirect, special, incidental or consequential damages of any kind arising out of or related to this agreement or the Service, even if such damages were reasonably foreseeable or if the Provider has been advised of the possibility of such damages.

8. Indemnity

   1. Agency shall indemnify and hold Provider and its successors and assigns harmless, upon their first demand, against any damage, loss, expense or cost incurred by them as a result of or in connection with any breach by Agency of these Terms.

9. Termination / Suspension of Customer Account

   1. Provider is entitled to suspend or terminate a Customer or user account in the event of any breach of the Terms of Service, without any refund of fees.

10. Termination of the Contract Between Planfy and Agency

    1. The Contract shall be for such initial term of 12 months as of the original date of subscription by Agency and upon the end of such term it shall automatically renew for successive 12-month periods, unless either Provider or Agency notifies the other party that it does not wish to renew the Contract at least 30 days prior to the end of the initial term or any applicable renewal term and unless it is terminated in accordance with the following provisions:

       1. The Provider may terminate this Contract for convenience at any time, by providing the Agency a prior notice of at least two (2) months. In case of a breach by Agency of this Contract, Provider shall be entitled to terminate the Contract immediately by notice to Agency (provided that if the breach by Agency is curable, Agency shall be provided with at least 7 days to cure the breach before such termination).

    2. Upon expiration or termination of this Contract, the following shall apply:

       1. Except as expressly provided below, the Agency shall no longer be entitled to resell the Service or use any manners to refer customers to Planfy.com. All Registered Customers of Agency who are not Active Customers on the date of expiration/termination of the Contract shall cease being considered as Registered Customers of Agency.

       2. In the event of expiration of the Contract due to Provider’s election not to renew it or due to termination by Planfy for convenience (a “Planfy Expiration/Termination”), Provider shall have only the following obligations towards Agency following such expiration/termination:

          1. Provider shall be obligated towards Agency in the Regular Reseller Program to continue providing the Service to Active Customers under annual subscriptions who such Agency charge directly until the end of the then current annual subscription period and these Terms shall continue to apply only in respect of such Active Customers during such period. With respect to Active Customers under monthly subscriptions,the Provider shall be entitled, but not obligated, to continue providing the Service.
          2. Agency in the Referral Program shall be entitled to continue receiving the fee in respect any of its Registered Customers who is an Active Customer under such program as of expiration/termination date until the end of the first 24-month paid subscription of such Active Customer;
          3. With respect to Agency in the Regular Reseller Program, with respect to Registered Customers who are Active Customers under monthly subscription in such program as of expiration/termination and to which Provider elects to continue providing the Service, these Terms shall continue to apply until the end of the later of: (i) six month from the date of such expiration/termination, and (ii) the end of the first 12-month period of the Contract with such Agency.

    3. Provider shall not have any obligations whatsoever (including no obligations to pay fees) towards the Agency following termination or expiration of the Contract which is not Planfy Expiration/Termination.

    4. Expiration/termination of the Contract shall not affect provisions that by their nature survive such expiration or termination.

11. Miscellaneous

    1. The Contract constitutes the entire agreement and understanding between Provider and Agency with respect to the subject matters herein. The Contract shall be governed by the laws of the United Kingdom, excluding its conflict of laws rules, and the courts in the United Kingdom have exclusive jurisdiction over any matter arising in connection with the Contract.
    2. Neither this Contract nor any rights or obligations hereunder may be assigned or subcontracted by Agency without the prior written consent of Provider and any assignment without such prior written consent will be void. Planfy may freely assign its rights and obligations herein. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto.
    3. Agency is an independent contractor of Provider and no employer-employee relations shall exist between Agency and Provider. Nothing contained in the Contract shall be deemed to create a joint venture, partnership, employment, agency or similar arrangement between Agency and Planfy.
    4. Agency does not possess any power or authority by reason of the Contract to bind Provider, or to assume or create any obligation or responsibility, expressed or implied, on behalf of Provider, and Agency shall not represent to anyone that it possesses such power or authority.
    5. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. No modification, amendment, or waiver of any provision of the Contract will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
    6. If any provision of this Contract is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected.