Website terms of use

Effective Date: 04 Nov 2024

This page explains our terms of service, which contain important information about your legal rights. When you use PlanFirst, you’re agreeing to these terms. To help make them easier to understand, we’ve also included annotations in bold. The annotations aren't part of the official terms and have no legal effect, but are intended to help you follow the text.

Hello and welcome to PlanFirst's Terms of Service!

These Terms of Service ("Terms") cover your use of and access to the sites, products and features (collectively, the "Services") provided by PlanFirst (as defined below), domains of PlanFirst and on PlanFirst web and mobile applications.

By using or accessing the Services, you're agreeing to these Terms and our Privacy Policy (collectively, this “Agreement”).

If you're using the Services for an organisation, you're agreeing to this Agreement on behalf of that organisation, and you represent and warrant that you can do so. References to “you”, your” and similar terms are construed accordingly in this Agreement. If you don’t agree to all the terms in this Agreement, you may not use or access the Services.

If you are a resident of or have your principal place of business in New Zealand or any of its territories or possessions, you are agreeing to this Agreement with PlanFirst Design Limited, and are a “NZ User”. References to “PlanFirst”, “us”, “we” and “our” mean PlanFirst Design Limited. If your place of residence or principal place of business changes, the PlanFirst entity you contract with will be determined by your new residence or principal place of business, as specified above, from the date your residence changes.

Please read this Agreement carefully! It includes important information about your legal rights, and covers areas such as warranty disclaimers, limitations of liability, the resolution of disputes by arbitration and a class action waiver.

Please note if you are an EU Consumer (as defined below), some of these provisions may not apply to you and you may be entitled to specific rights under the mandatory laws of the country in which you live.

We’ve tried to make this Agreement fair and straightforward, but feel free to contact us if you have any questions or suggestions.

1. Creating An Account / Making an Enquiry

Make sure your account information is accurate and that you keep your account safe. You’re responsible for your account and any activity on it. Also, you need to be at least 16 years old to use a PlanFirst account.

1.1. Signing Up.

To use many of the Landscaping Services, we must first create an account (“Account”) for you. You agree to provide us with accurate, complete and updated information for your Account. We may need to use this information to contact you. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

1.2. Staying Safe.

Please safeguard your Account and make sure others don't have access to your Account or password. If an Account is created on behalf of an organisation, you are responsible to ensure that only appropriate and authorised staff members are given access to the Account and that staff members’ use of the Account is compliant with this Agreement. You're solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We’re not liable for any acts or omissions by you in connection with your Account. You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account. If we have reason to suspect that you are in breach of this Agreement or there has been unauthorised access to your Account, we reserve the right to immediately terminate, cancel or suspend your Account and revoke your access to the Services.

1.3. Sixteen And Older.

The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.

2. Your Content

When you upload content to PlanFirst, you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect our services. For example, when you upload a photo to your project, you give us the right to save it and display it on our site at our direction. We also may promote or feature your project, but you can opt out if you don’t want us to do that.

2.1. Your User Content Stays Yours.

Users of the Services (whether you or others) may provide us with content, including without limitation text, photos, images, audio, video and any other materials (“User Content"). Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement.

2.2. Your License To Us.

When you provide User Content via the Services, you grant PlanFirst (including our third-party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.

2.3. Featuring Your Content.

We may choose to feature content you use the Services to create or publish (“Your Content”) or names, included on Your Sites. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Content, or any portion of Your Content, including without limitation names or images on Your Content, for the limited purpose of PlanFirst marketing and promotional activities. For example, we may feature Your Content on our Case Study page, on the Customers sections of our sites or on our social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Content or names on Your Content and any right of inspection or approval of any such use. You can opt out of being featured by information us at info@planfirst.co.nz. This Section does not affect any rights you may have under applicable data protection laws.

3. Your Responsibilities

You’re responsible for the content you publish on PlanFirst, and you vouch to us that it’s all okay to use. We ask that you follow our rules and don’t do anything illegal with the services. Also, keep in mind that what you upload may be publicly viewable.

3.1. Only Use Content You’re Allowed To Use.

You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content via the Services and in the manner required by this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.

3.2. Follow The Law.

You represent and warrant that your use of the Services is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.

3.3. Share Responsibly.

The Services let you share User Content including without limitation on social media and the open web, so please think carefully about your User Content. We’re not responsible for what you share via the Services.

3.4. Comply With Our Acceptable Use Policy.

You must comply with our Acceptable Use Policy.  You represent and warrant that all your User Content complies with our Acceptable Use Policy.

3.5. Your Content Is Your Responsibility.

Your Account may have their own visitors, customers and users (“End Users”). You understand and agree that Your Account and your End Users are your responsibility, and you’re solely responsible for compliance with any laws or regulations related to Your Account and/or your End Users. We’re not liable for, and won’t provide you with any legal advice regarding, Your Account or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

4. Third Party Services And Sites, User Content And PlanFirst Specialists

If you use or connect another service on or to PlanFirst, follow a link to another site or work with someone you find on PlanFirst(such as a product supplier or tile distributor), what happens is between you and them. We’re not responsible for it or what either of you do. There’s also a lot of content on PlanFirst uploaded by our users (like you). We’re not responsible for that either.

4.1. Third Party Services.

The Services are integrated with various third-party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include our domain registrar, social media platforms, PlanFirst Specialists, stock images and email service subscriptions. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).

4.2. Third Party Sites.

The Services may contain links to third-party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.

4.3. User Content.

The Services or sites created using the Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, trade secret, privacy, publicity or other rights or the good name of you or third parties; (d) that is harmful to your or others’ computers or networks; (e) that is unlawful or illegal; or (f) the downloading, copying or use of which is subject to additional terms and policies of third parties or is protected by intellectual property, trade secret, privacy or other laws. By operating the Services, we don’t represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, and your computer or network, from User Content accessed via the Services.

5. Our Rights

To operate effectively and protect the security and integrity of PlanFirst, we need to maintain control over what happens on our services.

5.1. Important Things We Can Do.

We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Account or parts, some or all of Your Account; (e) we may change or alter these terms from time to time and (f) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).

6. Privacy

Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. Be sure to read it carefully, but note it is not part of this Agreement and can change.

6.1. Privacy Policy.

By using the Services, you confirm that you have read and understood our Privacy Policy. However, it is not a contractual document and does not form part of this Agreement and we may change it from time to time.

6.2. You Must Comply With Data Protection, Security And Privacy Laws.

You agree and warrant that you are solely responsible when using Your Account or the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use Your Account and the Services to send electronic communications to individuals.

6.3. Protect And Improve The Services.

You agree that we may protect and improve our Services through analysis of your use of the Services, and/or analysis of your personal information in anonymized, pseudonymized, de-personalized and/or aggregated form. See our Privacy Policy for more information about how and what we do in this regard.

7. Term And Termination

Either of us can end this agreement at any time.

This Agreement will remain in effect until terminated by either you or us. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you're violating these Terms or our Acceptable Use Policy. We will endeavour to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution and Additional Terms.

8. Warranty Disclaimers.

We work hard to make PlanFirst great, but the services are provided as is, without warranties.

8.1. Disclaimers.

If you are a NZ User, the consumer Guarantees Act 1993 (“CGA”), the Fair Trading Act 1986 (“FTA”), and other NZ statutes may impose warranties, conditions or obligations on us which cannot be law (or which can only to a limited extent by law) be excluded. To the fullest extent permitted by applicable law, PlanFirst makes no warranties, either express or implied, about the Services and excludes all such imposed warranties, conditions or obligations to the extent permitted by law and excludes any warranty, condition or obligation imposed or implied under common law, equity or otherwise. The Services are provided “as is” and “as available”. PlanFirst also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from PlanFirst , shall create any warranty. PlanFirst makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations, or (c) be free from viruses or other harmful components. However, PlanFirst will provide the Services with reasonable care.

8.2. Consumer Guarantees Act and Fair Trading Act (NZ)

Where you are a NZ User and you are acquiring the Services for the purposes of a business:

(a) it is agreed and acknowledged that:

(i) you are acquiring the Services covered by this Agreement for the purposes of a business in terms of section 2 and 43(2) of the CGA;

(ii) the Services are both supplied and acquired in trade for the purposes of the FTA and it is hereby agreed to contract out of sections 9 (misleading and deceptive conduct generally), 12A (unsubstantiated representations), and 13 (false or misleading representation) of the FTA; and

(b) you agree that all warranties, conditions and other terms implied by the CGA or sections 9, 12A and 13 of the FTA are excluded from this Agreement to the fullest extent permitted by law and you acknowledge and agree that it is fair and reasonable that you are bound by this clause. 

For the avoidance of doubt, any change, or impending change, in legislation, whether known about prior to or after entry into this Agreement, shall not affect the validity of this clause 8 or any other part of this Agreement.

8.3 Exceptions.

Under certain circumstances, some jurisdictions don't permit the disclaimers in Section 8.1, so they may not apply to you. However, the disclaimers apply to the maximum extent permitted by applicable law. You may have other statutory rights and nothing in this Agreement affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.

9. Limitation Of Liability

If something bad happens as a result of you using PlanFirst, our liability is capped.

Unless you are an EU Consumer, you acknowledge and agree that to the fullest extent permitted by applicable law, in no event will PlanFirst and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use parts, some or all of  your Account, or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your eCommerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. If you are an EU Consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement (except in relation to death or personal injury resulting from our negligence or fraud). These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not PlanFirst has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law (whether or not you are an EU Consumer), in no event shall the maximum aggregate liability of PlanFirstfor all claims arising out of or related to the Services and this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation or otherwise, exceed the greater of twenty dollars ($20) or ten pounds (£10). If you are an EU Consumer, PlanFirst is liable under statutory provisions for intent and gross negligence by us, our legal representatives, directors or other vicarious agents.

10. Indemnification

If you do something that gets us sued, you’ll cover us.

To the fullest extent permitted by law, you agree to indemnify and hold harmless PlanFirst and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards, actions, proceedings and expenses of any kind (including without limitation reasonable attorneys' fees and costs or amounts paid by way of settlement) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Account; (c) your violation of any law or regulation or the rights or good name of any third party; (d) any wilful or negligent act or omission in the course of performing your obligations under this Agreement.

11. Dispute Resolution

This Section 11 may not apply to you. If it does, before filing a claim against PlanFirst, you agree to try to work it out informally with us first. Also, all formal disputes must be resolved through arbitration following the rules described below, unless you opt out of arbitration following the procedure described below. Finally, claims can only be brought individually, and not as part of a class action.

11.1. Applicability.

This Section 11 shall only apply to: (a) NZ Users; (b) Non-NZ Users who are not EU Consumers; or (c) EU Consumers who bring any claim against PlanFirst in NZ

11.2. Informal Resolution.

Before filing a claim against PlanFirst, you agree to try to resolve the dispute by first emailing info@planfirst.co.nz. with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or PlanFirst may then bring a formal proceeding.

11.3. Arbitration Agreement.

Unless you opt-out during the Opt-Out Period in accordance with Section 11.4, you and PlanFirst agree to resolve any claims, disputes and matters arising out of or in connection with this Agreement (including without limitation its existence, formation, operation and termination) and/or the Services (including without limitation non-contractual disputes and matters) through final and binding arbitration and you and PlanFirst expressly waive the right to formal court proceedings (including without limitation trial by jury), except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, only an independent third party that will act as the arbitrator, and court review of an arbitration award is limited.

11.4. Arbitration Opt-Out.

You can decline this agreement to arbitrate by emailing us at info@planfirst.co.nz within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. If you opt out of arbitration pursuant to this Section 11.4, then Sections 11.3, 11.5, 11.6 and 11.7 of these Terms do not apply to you. This opt-out doesn’t affect any other sections of the Terms, including without limitation Sections 11.9 (Time for Filing), 11.10 (No Class Actions) and 12.2 (Controlling Law; Judicial Forum for Disputes). If you have any questions about this process, please contact info@planfirst.co.nz.

11.5. Arbitration Time For Filing.

Any arbitration must be commenced by filing a demand for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

11.6. Arbitration Procedures.

JAMS, Inc. (“JAMS”) will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures (“JAMS Rules”) in effect at the time of the dispute.

11.6.1. NZ Users.

If you are an NZ User, Any arbitration hearings will take place at a location to be agreed upon in Auckland, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

11.6.2. Non-NZ Users.

If you are a Non-NZ User, you and PlanFirst agree that any arbitration hearings will take place at a location to be agreed upon in London, England, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

11.6.3. EU Consumers.

If you are an EU Consumer who brings a claim against PlanFirst in NZ, you and PlanFirst agree that any arbitration hearings will take place at a location to be agreed upon in Auckland, New Zealand, in English, and shall be settled by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the JAMS Rules. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including without limitation reasonable attorneys' fees and costs), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

11.7. Arbitration Fees.

The JAMS Rules will govern payment of all arbitration fees. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

11.8. Exceptions To Arbitration Agreement.

Either you or PlanFirst may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement or misappropriation (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

11.8.1. NZ Users.

If you are an NZ User, either you or PlanFirst may assert claims, if they qualify, in small claims court in Auckland, New Zealand.

11.8.2. Non-NZ Users.

If you are a Non-NZ User, either you or PlanFirst may assert claims, if they qualify, in small claims court in London, England or any county in England where you live or work.

11.8.3. EU Consumers.

If you are an EU Consumer who brings a claim against PlanFirst in the NZ, such claims must be asserted, if they qualify, in small claims court in Auckland, New Zealand.

11.9. Time For Filing.

Any claim not subject to arbitration must be commenced within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one (1) year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

11.10. No Class Actions.

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren't allowed.

12. Additional Terms

This section includes some additional important terms. For instance, this Agreement is the whole agreement between us regarding your use of PlanFirst. Depending on where you reside or have your place of business, this Agreement is governed by either NZ or British law. If we ever change it in a way that meaningfully reduces your rights, we’ll give you notice and an opportunity to cancel. Also, if you’re reading this in a language other than English, note that the English language version controls.

12.1. Entire Agreement.

This Agreement constitutes the entire agreement between you and PlanFirst regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights.

12.2. Controlling Law; Judicial Forum For Disputes.

12.2.1. NZ Users.

If you are an NZ User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of New Zealand, without regard to its conflict of law provisions. If Section 11 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 11.4, you and PlanFirst agree that any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the courts of Auckland, New Zealand and you and PlanFirst consent to venue and personal jurisdiction in such courts.

12.2.2. Non-NZ Users.

If you are a Non-NZ User, this Agreement (including its existence, formation, operation and termination) and the Services as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed in all respects by the laws of England, without regard to its conflict of law provisions. If you are an EU Consumer, this Section does not limit or affect any rights you may have under any mandatory laws of the country where you habitually live. If Section 11 is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 11.4, you and PlanFirst agree that, except where Section 12.2.3 applies, any judicial proceeding (other than small claims actions) arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) must be brought exclusively in the courts of London, England and you and PlanFirst consent to venue and personal jurisdiction in such courts.

12.2.3. EU Consumers.

If you are an EU Consumer, as long as Section 11 does not apply to you or your claim, you and PlanFirst agree that any judicial proceeding arising out of or in connection with this Agreement (including its existence, formation, operation and termination) and/or the Services (including non-contractual disputes and matters) may only be brought in a court located in Auckland, New Zealand or a court with jurisdiction in your place of habitual residence. If you are an EU Consumer and PlanFirst wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you habitually reside.

12.3. EU Online Dispute Resolution.

If you are an EU Consumer, you can access the European Commission’s online dispute resolution platform here. Please note that PlanFirst Design Limited is not committed nor obliged to use an alternative dispute resolution entity to resolve disputes with you.

12.4. Waiver, Severability And Assignment.

Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under this Agreement.

12.5. Modifications.

We may modify this Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will never apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you should stop using the Services.

12.6. Events Beyond Our Control.

We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.

12.7. Translation.

This Agreement was originally written in English. We may translate this Agreement into other languages. In the event of a conflict between a translated version and the English version, the English version will control except where prohibited by applicable law.

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If you would like to discuss these terms of service or would like further information, please contact info@planfirst.co.nz.