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Planet Patrol CIC Clean-Up Event General Terms and Conditions (the “General Terms”)
These General Terms together with the following schedule, make up the terms and conditions that govern the relationship between Planet Patrol CIC (company number: 1147810) (“Planet Patrol”) and You (the “Agreement”), in relation to events that involve litter-picking and water testing, which You choose to organise in order to promote and strive for a cleaner and safer planet for everyone (“Clean-Up Event(s)”). In this agreement, “You” means the person whose details have been supplied to Planet Patrol via the Planet Patrol website (if You are organising a Clean-Up Event as an individual), or the company or organisation whose name You have supplied to Planet Patrol via the Planet Patrol website (if Your company or organisation is organising a Clean-Up Event). You and Planet Patrol constitute the “Parties” to this Agreement, and are each a “Party” for the purposes of this Agreement.
1 - Commencement and Duration. This Agreement shall commence when Planet Patrol provides confirmation to You (by email or otherwise) that You have passed the screening process and have been accepted as Rep or Clean Up Partner, and shall continue indefinitely, unless terminated earlier by either of the parties in accordance with clause 2.
2 - Termination. Either Party may terminate this Agreement on four weeks’ prior written notice to the other. Either Party may terminate this Agreement with immediate effect by giving notice to the other Party if the other Party:
(a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so;
(b) becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium; or
(c) fails, on more than one occasion, to notify Planet Patrol of the cancellation of any Clean-Up Event, for any reason other than weather-related, as soon as the Party becomes aware of the need for a cancellation.
Any breach of clause 3 of this Agreement constitutes a material breach by You.
(d) fails to comply with the expectations outlined in the Rep handbook document (which may be amended from time-to-time by Planet Patrol as its sole discretion as assessed on a six-monthly basis via an organised review conducted by Planet Patrol).
Any breach of clause 2 of this Agreement constitutes a material breach by You. Upon termination of this Agreement, You must 1) immediately cease referring to Yourself as a Planet Patrol Rep or Clean Up Partner, 2) immediately stop using any advertising or promotional material or packaging supplied to You by Planet Patrol, and 3) remove the Planet Patrol Rep or Clean Up Partner title as well as any Planet Patrol marks from Your website, blog and/or digital newsletter, as well as from any of Your social media profiles. 4) remove yourself from all Planet Patrol social accounts and the Google Drive which you have access to and, 5) return all promotional material and equipment supplied to You by Planet Patrol, to Planet Patrol
3 - Organisation of Clean-Up Events. You agree to: (a) At least six weeks prior to any Clean-Up Event, complete and return to Planet Patrol a registration form with Your details, expressing Your interest to organise a Clean-Up Event;
(b) Prior to any Clean-Up Event, ensure that You have obtained the necessary consents, licences, permissions and/or instructions applicable to the running of Your event from the responsible local authority;
(c) On the day of any Clean-Up Event, and prior to commencing any aspect of the event, require all participants to complete and sign a consent form which has been emailed to them by Planet Patrol;
(d) Prior to any Clean-Up Event, inform all participants about the general and specific health and safety guidelines applicable to Your event (if any), available in the Rep handbook;
(e) During any Clean-Up Event, comply with the general and specific health and safety guidelines mentioned in clause 2(c);
(f) Prior to any Clean-Up Event, require participants to download the Planet Patrol app, and to use it to electronically record the amount of litter collected and the specific location of each collection during or immediately after any Clean-Up Event;
(g) Immediately after any Clean-Up Event, dispose of any rubbish collected in a lawful manner in accordance with any instructions obtained from the responsible local authority;
(h) In the event of any incident, accident, injury or near-incident, near-accident or near-injury during a Clean-Up Event, complete an incident/near-miss report;
(i) In the event of a Clean-Up Event being cancelled due to bad weather conditions, notify Planet Patrol with at least two days’ notice;
(j) In the event of any other cancellation of a Clean-Up Event, notify Planet Patrol as soon as You become aware that a cancellation will be necessary; and
(k) At all times act in a professional and responsible manner in connection with any Clean-Up Event, and do nothing that may harm or prejudice the reputation of Planet Patrol.
4 - Trademark License. Subject to Your compliance with Your obligations in this Agreement, Planet Patrol hereby grants You a non-exclusive, non-transferable, worldwide licence to use the trade marks listed in the schedule of this Agreement (the “Planet Patrol Marks”) free of charge on Your website and/or digital newsletter, if any, in order for You to organise, promote and run Your Clean-Up Event(s), and at all times in compliance with such technical, style and other usage guidelines as Planet Patrol may from, time to time notify You in writing. All other uses are prohibited and reserved to Planet Patrol, including any other digital promotion not specific to You or Your company. You may not use or apply for the registration of any name or intellectual property that is confusingly similar to the Planet Patrol Marks in any part of the world, and must immediately stop using any advertising or promotional material or packaging on receipt of a request by Planet Patrol to do so. This licence will terminate automatically upon termination of this Agreement. This agreement is personal to You, and You shall not assign, transfer or otherwise dispose of the rights granted hereunder, nor shall You sub-license or authorise any other person to exercise the rights hereby given. Planet Patrol shall retain ownership of the Planet Patrol Marks, including any copyright and other intellectual property rights. Nothing in this Agreement is intended to transfer any intellectual property rights or other rights from Planet Patrol to You. You will notify us immediately if any person alleges that the Planet Patrol Marks infringe their rights.
5 - Data Protection. You may be collecting data from participants at a Clean-Up Event. In signing this Agreement, You confirm that You are responsible for any data that You collect for Your local activities, and take responsibility for handling this data and ensuring that you do not contravene any data protection laws, including the General Data Protection Regulation. You agree that You will not collect any personal data on behalf of Planet Patrol (e.g. addresses, email addresses and/or telephone numbers).
6 - Indemnification and Non-Assertion. You release Planet Patrol and agree to indemnify and hold harmless Planet Patrol (and its officers, directors, employees, and agents) against any claim made against Planet Patrol by a third party, including a participant, in a Clean-Up Event organised, promoted and/or run by You, with respect to any personal injury, death, property damage or otherwise, arising in connection with any Clean-Up Event organised by You (a “Claim”). You may not consent to the entry of any judgment or enter into any settlement of a Claim without Planet Patrol’s prior written consent. However, You may settle separately any claims wholly against Yourself without Planet Patrol’s consent.
7 - Limitation of Liability. Nothing in this Agreement limits or excludes the liability of either Party for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other act, omission, or liability which may not be limited or excluded by applicable law.
Subject to the foregoing provisions of this clause 7, Planet Patrol is not liable to You for any loss or damage, whether direct, indirect, consequential or otherwise, including loss of revenues, profits, contracts, business or failure to realise anticipated savings, or loss or damage to goodwill or reputation, arising out of or in relation to any Clean-Up Event organised by You.
8 - Notices. A notice given to a Party under or in connection with this Agreement shall be in writing and in English, and shall be sent, with respect to Planet Patrol, to hello@planetpatrol.co, and with respect to You, for the attention of the contact person and via the email address You provided when registering Your interest to organise, promote and/or run a Clean-Up Event on the Planet Patrol website.
9 - Confidentiality. You may receive information relating to Planet Patrol that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain Planet Patrol’s exclusive property; (b) You will use Confidential Information only for Your organisation of Clean-Up Events; (c) You will not otherwise disclose Confidential Information to any individual, corporation, governmental authority, or association except as required to comply with orders of governmental entities that have jurisdiction over it, provided You give Planet Patrol prior written notice; and (d) You will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to Planet Patrol without Planet Patrol’s advance written permission, or misrepresent the relationship between You and Planet Patrol in any way. You may only use the Planet Patrol Marks in accordance with clause 4; You may not use Planet Patrol’s name, trade marks, or any other intellectual property rights owned by Planet Patrol (including in promotional material) not covered by clause 4 without Planet Patrol’s advance written permission.
10 - Force Majeure. If a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by any event outside its reasonable control (a “Force Majeure Event”) (the “Affected Party”), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than five days, either Party may terminate this Agreement by giving seven days’ written notice to the other Party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the Parties in respect of any breach of this Agreement occurring prior to such termination.
11 - Entire Agreement and Severability. This Agreement represents the entire agreement between You and Planet Patrol regarding Your use of the Planet Patrol Marks in the running and operation of Your Clean-Up Event(s) and supersedes any previous or contemporaneous oral or written agreements and understandings. If any portion of this Agreement is held to be invalid or unenforceable, the other portions will remain in full force and effect. You may not assign any of Your rights or delegate any of Your responsibilities under this Agreement without Planet Patrol’s prior written consent.
12 - No Partnership or Agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
13 - Rights of Third Parties. A person who is not a Party to this Agreement shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
14 - Counterparts. This Agreement may be signed in any number of counterparts and by the Parties on separate counterparts, each of which, when executed and delivered by a Party, shall be an original and such counterparts taken together shall constitute one and the same Agreement. Electronic copies of signatures by the authorized representatives of the Parties (e.g. PDF scans) are enforceable just as though they were original wet-ink signatures.
15 - Governing Law. This Agreement and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England and Wales.
16 - Jurisdiction. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) (“Proceedings”) each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.
