HOPP Supplier HOPP Platform Terms and Conditions

INFORMATION ABOUT US AND HOW TO CONTACT US

Who we are. We are the creators of the HOPP Platform and operate under the company name House of Party Planning Limited (“HOPP”, “we”, “our”, “us”), a company registered in England and Wales. Our company registration number is 11684942 and our registered office is Cambridge House, 16 High Street, Saffron Walden, Essex, England, CB10 1AX, VAT registered 313 8163 22. The words “Supplier”, “you” and “your” refer to you the supplier who will be promoting your services via the HOPP Platform.

How to contact us. You can contact us by emailing us at supplier@houseofpartyplanning.com

How we may contact you. If we have to contact you, we will do so by writing to you at the email address or telephone number you have provided.

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

THESE TERMS

What these terms cover. These HOPP Supplier Terms and Conditions (Conditions) together with our HOPP User Terms and Conditions and HOPP Privacy Policy (together forming the Terms) tells you the information you need to know about HOPP and your use of www.houseofpartyplanning.com (HOPP Platform), including (but not limited to); access and acceptable use of the HOPP Platform and how we collect and use your personal information.

2.2 Why you should read them. Please read the Terms (including these Conditions) carefully before you register as a supplier on the HOPP Platform. By using the HOPP Platform you agree to be bound by the Terms (including these Conditions) and acknowledge that the Terms (including these Conditions) form a legally-binding contract between us and you. If you do not want to be bound by the Terms (including these Conditions), then you should not register your details on the HOPP Platform. We recommend that you print a copy of the HOPP Supplier Terms and Conditions, HOPP User Terms and Conditions and HOPP Privacy Policy for future reference. You represent that you are legally able to accept and be bound by the Terms (including these Conditions). 2.3 Making Changes and Prices. We reserve the right amend the Terms (including these Conditions) from time to time. Except in the case of any prices changes, such changes will be effective when posted on the HOPP Platform. By continuing to use the HOPP Platform after we post any such changes you accept any changes. If we make any significant changes to the Terms (including these Conditions), we shall use our best endeavours to inform you of such changes in advance in writing. If we start charging for any services which were previously free or make any changes to any prices, we will give you at least 30 days’ written notice and you shall have the right to terminate if you do not wish to accept the price change.

DEFINITIONS AND Interpretation

Definitions:

“Business Day“	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Control“	has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
“controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures“	as defined in the Data Protection Legislation.
“Data Protection Legislation“	all applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018; General Data Protection Regulation ((EU) 2016/679); the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended or replaced from time to time.
“Intellectual Property Rights“	Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Interpretation:

1. 1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
  2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  3. A reference to writing or written includes emails.

Basis of TERMS (INCLUDING THESE CONDITIONS)

The Terms (including these Conditions) are entered into once you have registered your details on the HOPP Platform and accepted the Terms (including these Conditions) and shall continue until terminated by you or HOPP.

Any samples, drawings, descriptive matter or advertising issued by HOPP, and any descriptions or illustrations contained in the HOPP’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the HOPP platform described in them. They shall not form part of the contract or have any contractual force.

These Conditions apply to this contract to the exclusion of any other terms that the supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. If there is any conflict between these Conditions and the User Terms and Conditions or HOPP Privacy Policy these Conditions shall take precedent.

THE HOPP PLATFORM

HOPP shall supply access to the HOPP Platform to the Supplier in order for them to interact and promote their services to users of the HOPP Platform (Users).

The HOPP Platform is offered and available only to Suppliers and Users who are 16 years of age or older. Any use of the HOPP Platform to collect information about any individual under the age of 16 (a Minor) is strictly prohibited. Upon discovering any information about any Minor, HOPP shall immediately remove such information from its system.

HOPP shall use all reasonable endeavours to meet any performance dates agreed with the Supplier, but any such dates shall be estimates only and time shall not be of the essence for access to the HOPP Platform.

HOPP shall have sole discretion on who it permits to have access to the HOPP Platform in terms of any Suppliers or Users. The Supplier acknowledges that on either a temporary or permanent basis it may be removed from the HOPP Platform at any time or HOPP may also impose limits on certain features of the HOPP Platform or restrict access to certain parts of the HOPP Platform without notice or liability. If HOPP determines the Supplier is to be removed permanently then these Conditions will be terminate immediately upon written notice to the Supplier.

HOPP reserves the right to amend the HOPP Platform if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the HOPP Platforms, HOPP shall notify the Supplier in any such event.

HOPP warrants to the Supplier that the HOPP Platform will be provided using reasonable care and skill, but otherwise makes no warranty as to the HOPP Platform. HOPP disclaims, to the extent permissible by law, all warranties whether express or implied including:

warranties of merchantability or fitness for a particular purpose

warranties against infringement of any third party intellectual property or proprietary rights,

warranties relating to delays, interruptions, errors, or omissions in the HOPP Platform,

warranties relating to the accuracy or completeness of data provided via the HOPP Platform,

any other warranties otherwise relating to HOPP’s performance, non-performance, or other acts or omissions beyond the duty of reasonable care as set forth above.

HOPP does not warrant that the HOPP Platform will operate error-free. If Supplier use of the HOPP Platform results in the need for servicing or replacing of equipment or data, HOPP is not responsible for any such costs.

Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Use of the HOPP Platform may result in the Supplier or user being redirected to a third party website or service. Such links are provided for the user’s convenience only, and HOPP does not accept responsibility for any third party website or service or for any loss or damage that may arise from the use of them. Access of any third party websites or services is at the sole risk of the user.

Supplier’s obligations

The Supplier shall:

ensure that they only register on the HOPP Platform if they are a genuine business, trade of professional supplier of services connected to events and event planning and shall ensure that only the Supplier, or someone authorised on behalf of the Supplier, shall register on the HOPP Platform;

be solely responsible for using the HOPP Platform and any services which the Supplier are promoting on the HOPP Platform in a manner that complies with all laws, rules, regulations and shall include Data Protection Laws, any privacy laws and employment laws;

ensure that they supply all information relevant to the services which the Supplier are promoting on the HOPP Platform and complete all necessary information relevant to your business. The Supplier shall be responsible for all information listed in the Supplier profile page and any other information you provide on the HOPP Platform;

warrant that you are fully authorised to use any images, photography or other materials that the Supplier supplies in connection with the HOPP Platform, including the consent of any person(s) featured. In the case of any person(s) featured under the age of 18 consent from the minors’ parent or legal guardian.

shall ensure that is responds to any query from any Users within 3 Business Days;

not use the HOPP Platform in any way that may be patently offensive in any manner (as determined by HOPP in its sole discretion), or that may constitute commercial activities without our prior written consent including fundraising, contests, or sweepstakes.

ensure that any information it provides to HOPP is complete and accurate;

ensure that the employees, agents, consultants and subcontractors, or anyone that the Supplier allows to access the HOPP Platform complies with the Terms (including these Conditions) and all guidelines or other documentation provided by HOPP;

co-operate with HOPP in all matters relating to the HOPP Platform;

ensure that it does not do anything which might adversely affect HOPP’s public image, reputation, goodwill or bring HOPP into disrepute;

provide HOPP, its employees, agents, consultants and subcontractors, with access to the Supplier’s premises, office accommodation and other facilities as reasonably required by HOPP;

provide HOPP with such information and materials as HOPP may reasonably require in order to supply the HOPP Platform, and ensure that such information is complete and accurate in all material respects;

obtain and maintain all necessary licences, permissions and consents which may be required for the services that are provided by the Supplier and promoted on the HOPP Platform;

keep all materials, equipment, documents and other property of HOPP (HOPP Materials) at the Supplier’s premises in safe custody at its own risk, maintain the HOPP Materials in good condition until returned to HOPP, and not dispose of or use HOPP Materials other than in accordance with HOPP’s written instructions or authorisation;

not reproduce, copy, modify, translate, reverse engineer, disassemble, de-compile or otherwise attempt, or permit others to attempt, to discover the source code of the software related to the HOPP Platform (Software), in whole or in part.

not use the Software in any way to design or develop a competing software product

not sublicense, distribute or otherwise make the Software available to a third party

not permit any parent, subsidiaries, affiliated entities or third parties to use the Software without the prior written permission of HOPP;

indemnify and hold harmless HOPP and all of HOPP’s affiliates, officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third party due to or arising out of Supplier (including all affiliates, officers, directors, partners, agents, contractors and employees) use of the HOPP Platform in violation of the Terms (including these Conditions), any breach of the representations and warranties made by Supplier in these Terms (including these Conditions), or any information provided by Supplier to HOPP.

agree to be solely responsible for defending any Claims against or suffered by HOPP, subject to HOPP’s right to participate with counsel of its own choosing.

If HOPP’s performance of any of its obligations under these Conditions are prevented or delayed by any act or omission by the Supplier or failure by the Supplier to perform any relevant obligation (Supplier Default):

without limiting or affecting any other right or remedy available to it, HOPP shall have the right to suspend access to the HOPP Platform until the Supplier remedies the Supplier Default, and to rely on the Supplier Default to relieve it from the performance of any of its obligations in each case to the extent the Supplier Default prevents or delays HOPP’s performance of any of its obligations;

HOPP shall not be liable for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from HOPP’s failure or delay to perform any of its obligations as set out in these Conditions; and

the Supplier shall reimburse HOPP on written demand for any costs or losses sustained or incurred by HOPP arising directly or indirectly from the Supplier Default.

PRICES and payment

3.1. The membership fee for HOPP will be charged to your chosen Payment Method. The length of your billing cycle will depend on the type of subscription that you choose and when you signed up for the service. In some cases your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your paid membership began on a day not contained in a given month.
3.2. By registering as a HOPP Supplier you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
3.3. You can update your Payment Methods by going to the "Account” page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
3.4. You can cancel your HOPP membership at any time, and you will continue to have access to the HOPP platform through the end of your billing period. Payments are non-refundable and we do not provide refunds or credits for any partial membership periods.. To cancel, go to the "Account" page and follow the instructions for cancellation or email us at accounts@houseofpartyplanning.com. If you cancel your membership, your account will automatically close at the end of your current billing period.
3.5. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you.

All amounts payable by the Supplier under these Conditions are exclusive of amounts in respect of any local taxes chargeable from time to time e.g. value added tax chargeable (VAT). Where any taxable supply for VAT purposes is made under these Conditions by HOPP to the Supplier, the Supplier shall, on receipt of a valid VAT invoice from HOPP, pay to HOPP such additional amounts in respect of VAT as are chargeable on access to the HOPP Platform at the same time as payment is due for access to the HOPP Platform.

If the Supplier fails to make a payment due to HOPP under these Conditions by the due date, then, without limiting HOPP’s remedies under clause 11 (Termination), the Supplier shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%, or at the maximum rate permitted by law, whichever is higher.

All amounts due under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the HOPP Platform (other than Intellectual Property Rights in any materials provided by the Supplier) shall be owned by HOPP.

HOPP grants to the Supplier or shall procure the direct grant to the Supplier of - a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of these Conditions to use the HOPP Platform (excluding materials provided by the Supplier) for the purpose of using the HOPP Platform in its business.

The Supplier shall not sub-license, assign or otherwise transfer the rights granted in clause 8.2.

In connection with the materials which the Supplier provides to HOPP in connection with the HOPP Platform, the Supplier grants HOPP a fully paid-up, irrevocable, worldwide, non-exclusive, royalty-free, non-transferable licence and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute the materials (in whole or part) and/or to incorporate it in other works in any form, media or technology. The Supplier warrants to HOPP that it has obtained the Intellectual Property Rights for any materials which it supplies.

The HOPP name, trade names or marks, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. The Supplier is not permitted to use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans presented as part of the HOPP Platform are the trademarks of their respective owners.

The HOPP Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features that allow Users to post, submit, publish, display, or transmit to other Users or other persons content or materials on or through the HOPP Platform. All such contributions must comply with these Conditions, but remain the property of the posting user, who represents and warrants through the act of posting that the content is either owned by the posting user or the posting user is appropriately licensed to use the content in the manner required to use the HOPP Platform.

DATA PROTECTION

All information collected about the Supplier or any Users of the HOPP Platform is subject to the HOPP Privacy Policy which is found on the HOPP website at [insert privacy policy webpage], and which is hereby incorporated by reference into these Conditions.

Both parties will comply with all applicable requirements of the Data Protection Legislation to the extent such Data Protection Legislation applies to each party. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 9, Applicable Laws means (for so long as and to the extent that they apply to HOPP) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.

The parties acknowledge that for the purposes of the Data Protection Legislation, the Supplier is the controller and HOPP is the processor (as defined by Data Protection Legislation).

Without prejudice to the generality of clause 9.2, the Supplier will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to HOPP for the duration and purposes of these Conditions.

Without prejudice to the generality of clause 9.2, HOPP shall, in relation to any personal data processed in connection with the performance by HOPP of its obligations under these Conditions:

process that personal data only on the documented written instructions of the Supplier unless HOPP is required by Applicable Laws to otherwise process that personal data. Where HOPP is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, HOPP shall promptly notify the Supplier of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit HOPP from so notifying the Supplier;

ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Supplier, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

not transfer any personal data outside of the European Economic Area unless the prior written consent of the Supplier has been obtained and the following conditions are fulfilled:

the Supplier or HOPP has provided appropriate safeguards in relation to the transfer;

the data subject has enforceable rights and effective legal remedies;

HOPP complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

HOPP complies with reasonable instructions notified to it in advance by the Supplier with respect to the processing of the personal data;

assist the Supplier, at the Supplier’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

notify the Supplier without undue delay on becoming aware of a personal data breach;

at the written direction of the Supplier, delete or return personal data and copies thereof to the Supplier on termination of the agreement unless required by Applicable Law to store the personal data; and

maintain complete and accurate records and information to demonstrate its compliance with this clause 9.2 and allow for audits by the Supplier or the Supplier’s designated auditor and immediately inform the Supplier if, in the opinion of HOPP, an instruction infringes the Data Protection Legislation.

The Supplier consents to HOPP appointing any third party processors of Personal Data under these Conditions. HOPP confirms that it has entered or (as the case may be) will enter into a written agreement which shall impose data protection terms on any third party processor appointed that are no less onerous than the terms in these Conditions from time to time. HOPP shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 9.

Limitation of liability

Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:

death or personal injury caused by negligence; or

fraud or fraudulent misrepresentation.

Subject to clause 10.1, HOPP’s total liability to the Supplier in respect of all breaches of duty occurring within any contract year shall not exceed the payments paid in the previous 12 months prior to the breach.

The following types of loss are wholly excluded:

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 of or damage to goodwill.

Indirect or consequential loss.

Any other special, incidental, punitive, or exemplary damages arising out of or in connection with, these Conditions.

Unless the Supplier notifies HOPP that it intends to make a claim in respect of an event within the notice period, HOPP shall have no liability for that event and Supplier waives any right to make a claim for damages arising out of such event to the extent permissible by law. The notice period for an event shall start on the day on which the Supplier became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

This clause 10 shall survive termination of these Conditions.

Termination

Without affecting any other right or remedy available to it, HOPP may terminate these Conditions immediately by giving written notice to the Supplier.

Without affecting any other right or remedy available to it, the Supplier may terminate these Conditions by giving HOPP 14 days’ written notice.

Without affecting any other right or remedy available to it, either party may terminate these Conditions with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of these Conditions and (if such a breach is remediable) fails to remedy that breach within 15 days of that party being notified in writing to do so;

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these Conditions has been placed in jeopardy.

Without affecting any other right or remedy available to it, HOPP may terminate these Conditions with immediate effect by giving written notice to the Supplier if the Supplier fails to pay any amount due under these Conditions on the due date for payment or there is a change of Control of the Supplier.

Without affecting any other right or remedy available to it, HOPP may suspend access to the HOPP Platform under these Conditions or any other contract between the Supplier and HOPP if the Supplier fails to pay any amount due under these Conditions on the due date for payment, the Supplier becomes subject to any of the events listed in clause 11.3.2 to clause 11.3.4 or HOPP reasonably believes that the Supplier is about to become subject to any of them.

Consequences of termination

On termination of these Conditions:

the Supplier shall immediately pay to HOPP all of HOPP’s outstanding unpaid invoices and interest and, in respect of access to the HOPP Platform supplied but for which no invoice has been submitted, HOPP shall submit an invoice, which shall be payable by the Supplier immediately on receipt;

the Supplier shall return all of HOPP Materials (“Documents”) which have not been fully paid for. If the Supplier fails to do so, then HOPP may retake possession of the Documents using any means lawfully available to it. Until they have been returned, the Supplier shall be solely responsible for the safe keeping of the Documents and will not use them for any purpose not connected with these Conditions.

Termination or expiry of these Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination or expiry.

Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Conditions shall remain in full force and effect.

General

Force majeure. Neither party shall be in breach of these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under these Conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control.

Assignment and other dealings.

HOPP may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions.

The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Conditions without the prior written consent of HOPP.

Confidentiality.

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3.2.

Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.3; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Conditions.

Confidential information shall not include any information which: (i) is already known by means not subject to a confidentiality obligation of the receiving party at the time disclosed; (ii) is or becomes available through public sources apart from any unauthorized disclosure by the receiving party; (iii) is obtained by the receiving party from a third party who has the right to disclose the same, or (iv) is independently derived by receiving party without recourse to any confidential information of the owning-party.

Entire agreement.

The Terms (including these Conditions) constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into these Conditions it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.

Nothing in this clause shall limit or exclude any liability for fraud.

Variation. Except as set out in this contract, no variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver. A waiver of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Severance. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.

Notices.

Any notice or other communication given to a party under or in connection with these Conditions shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to 9 Lawrence Mansions, Lordship Place, London, SW3 5HU or sent by email to accounts@houseofpartyplanning.com

Any notice shall be deemed to have been received:

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

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 or at the time recorded by the delivery service; or

if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

Third party rights.

Unless it expressly states otherwise, these Conditions do not give rise to any rights of third parties, under the Contracts (Rights of Third Parties) Act 1999 or any other theory of liability, to enforce any term of these Conditions.

The rights of the parties to rescind or vary these Conditions are not subject to the consent of any other person.

Governing law.

These Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions or its subject matter or formation.