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Terms of Service

Effective date: December 2024

General Terms and Conditions for the use of the services of Planubo GbR

A. General regulations for all services

  1. Scope of validity

1.1. These General Terms and Conditions (hereinafter referred to as “GTC“) apply exclusively to the services of Planubo GbR (hereinafter referred to as “Provider“) for its customers, who are to be regarded as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter referred to as “Customer“).

1.2. Terms and conditions of the customer that conflict with or deviate from these GTC shall only become part of the contract if the provider has expressly agreed to their validity. This also applies in particular if the provider performs services without reservation, accepts payments without objection or does not expressly object to the customer’s GTC.

1.3. The Provider reserves the right to amend these GTC at any time. In this case, the customer will be informed of the new GTC four (4) weeks before the changes come into effect. The customer is entitled to object to the validity of the new GTC within four (4) weeks of receipt of the notification. If the customer objects, the provider reserves the right to terminate the contract with a notice period of 3 months to the end of the month. If the customer does not object, the amended GTC shall become part of the contract upon expiry of the notice period. The provider shall expressly draw the customer’s attention to this consequence in its notification.

1.4. The GTC are not saved by the provider after conclusion of the contract. The customer has access to the current version of the GTC at https://planubo.com/terms-of-service/.

1.5. Individual written agreements made between the customer and the provider in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC.

  1. Offer and conclusion of contract

2.1. The services to be provided and the content of the contract as such are based on the offer documents prepared by the provider (hereinafter “offer“). In the event of contradictions between the Offer and the GTC, the Offer shall take precedence. Other documents referenced in these GTC shall apply subordinately.

2.2. The binding period for offers is thirty (30) days from the creation date stated in the offer, unless expressly stated otherwise in the offer.

2.3. The information and documents in the offer and in the information and documents contained therein for determining the contractually owed functions of the software solution (hereinafter “offer documents“) must be checked by the customer with regard to their suitability both for the use planned by the customer and for normal use.

2.4. The use of the services requires the registration of the customer and the conclusion of a contract between the customer and the provider. A contract for the services to be provided by the provider is concluded upon acceptance of the offer with the GTC attached, whereby the customer agrees to these GTC.

2.5. Once the contract has been concluded, the provider creates an account for the customer. The customer receives the corresponding access data to confirm their details. The registration of a legal entity or a partnership may only be carried out by a natural person authorized to represent the company, who must be named. The provider may reject registrations if there is an objective reason for doing so, e.g. if incorrect information is provided or if there is reason to fear that payment obligations will not be met.

  1. Prices and terms of payment

3.1. The prices for the provider’s services are based on the provider’s offer.

3.1.1. The customer shall pay a fee to the provider in advance for the use of the software and the granting of rights of use. The parties shall agree in advance on the applicable billing method (monthly or annually).

3.1.2. The provider receives remuneration for advisory and support services based on the time spent. In addition, the provider is entitled to reimbursement of the expenses required to provide the service, including travel expenses.

3.2. All prices are net prices plus the legally applicable value added tax.

3.3. Billing and payment for the services is carried out via a payment service provider. The customer concludes a contract directly with the payment service provider to process payments with the provider

3.4. Upon expiry of the payment deadline, the customer shall be in default without the need for a reminder from the provider. During the period of default, interest shall be charged on the invoice amount at the applicable statutory default interest rate. The assertion of further damages caused by default as well as the lump sum according to § 288 para. 5 BGB remain unaffected.

3.5. In the case of recurring payment obligations, the provider shall notify the customer of price changes at least three (3) months before they come into effect. In the event of a price increase, the customer is entitled to object to the price increase within four (4) weeks of receipt of the notification. If the customer does not object, the new prices shall apply for the respective contract term until any further price change. If the customer objects, the provider is entitled to terminate the contractual relationship with the customer with a notice period of four (4) weeks to the end of the contract term.

  1. Obligations of the customer to cooperate

4.1. The use of the provider’s services requires the cooperation of the customer for the proper provision of services. The customer is obliged to provide the cooperation required by the provider immediately, completely and free of charge.

4.2. The customer shall, where necessary, provide the provider with all documents and information required for the provision of services and name a suitable contact person who shall be available to the provider for questions during normal business hours. The customer shall provide an e-mail address for setting up a customer account.

4.3. If the customer does not fulfill its obligations to cooperate, does not do so properly or does not do so on time and this has an impact on the provider’s provision of services, the provider shall not be responsible for any resulting disadvantages for the customer. Furthermore, the Provider shall be entitled to postpone agreed deadlines if the Customer does not meet its obligations to cooperate in full, properly and on time. The Provider shall invoice the Customer separately for any additional expenses incurred as a result – without prejudice to further rights. In addition, the customer shall reimburse the provider for any expenses incurred.

  1. Use of subcontractors

5.1. The provider is entitled to use subcontractors to provide the services. The provider shall inform the customer of this in advance.

5.2. The Provider shall ensure the proper selection of the subcontractors to be used and shall draft agreements with them in such a way that they comply with the provisions of these GTC.

  1. Term and termination

6.1. The term of the services is one (1) year from the conclusion of the contract (hereinafter referred to as the “contract term”). Thereafter, the contract shall be automatically extended by a further year in each case if it is not terminated by either party with three (3) months’ notice to the end of the respective contract term.

6.2. The right to extraordinary termination for good cause remains unaffected. Good cause for the Provider shall be deemed to exist, inter alia, if the Customer is more than sixty (60) days in arrears with payment of the remuneration or breaches material contractual obligations, in particular provisions on rights of use, and does not remedy this breach within thirty (30) days of a warning by the Provider. The customer’s right to extraordinary termination pursuant to § 543 para. 2 sentence 1 no. 1 BGB is excluded.

6.3. Terminations must be made in writing or in text form.

  1. Liability

7.1. The provider shall be liable without limitation for claims for damages or reimbursement of expenses based on intent or gross negligence, for damages due to injury to life, body or health and in the case of mandatory statutory provisions, in particular liability under the Product Liability Act (ProdHG), the assumption of a guarantee or in the case of a fraudulently concealed defect.

7.2. The Provider shall be liable in the event of slight negligence for the breach of material contractual obligations. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the customer may regularly rely. In this respect, however, liability is limited to the foreseeable damage typical for the contract.

7.3. The provider shall only be liable for the loss of data up to the amount that would have been incurred if the data had been properly and regularly backed up in order to restore it.

7.4. The above liability regulations also apply with regard to the liability of the provider for its vicarious agents and legal representatives.

  1. Confidentiality and data protection

8.1. The parties shall maintain secrecy about confidential information and protect it with due care against unauthorized third parties gaining knowledge of it. Third parties within the meaning of this provision are not employees of the provider.

8.2. Confidential information” means all information and documents of the other party that are marked as confidential or are to be regarded as confidential due to the circumstances. In particular, this includes business secrets and information about know-how and operational processes.

8.3. Information is not to be regarded as confidential information within the meaning of the above point 2 ,

8.3.1. which are demonstrably already known to the receiving party or become known to the receiving party from third parties without violating a confidentiality agreement, statutory provisions or official orders;

8.3.2. which are publicly known or are made publicly known without this being based on a breach of these provisions;

8.3.3. which must be disclosed due to legal obligations or by court or official order. As far as permissible and possible, the party obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure.

8.4. These obligations exist during the term of the contract and for a period of three (3) years after termination of the contract.

8.5. The customer shall be responsible for compliance with all data protection regulations regarding the processing of personal data. In the event that personal data is processed on behalf of the customer, the parties shall conclude the order processing contract in accordance with Art. 28 GDPR. The order processing contract is either attached to the provider’s offer or can be at the link https://planubo.com/wp-content/uploads/2025/02/Agreement-on-the-processing-of-personal-data_Planubo.pdf.

8.6. The provider is entitled to use data in anonymized form for analysis purposes and for troubleshooting.

 

B. Consulting and support services in relation to branding/white labeling of the software solution

  1. Scope of services

1.1. The provider’s services include consulting and support services in the area of branding/whitelabeling; in particular, the provider supports the branding/whitelabeling of the software solution on the basis of the specifications agreed with the customer.

1.2. Unless otherwise agreed, these services of the provider are services in accordance with §§ 611 ff. BGB (GERMAN CIVIL CODE). The provider is not responsible for adapting the software solution to the customer’s individual requirements or existing IT infrastructure.

1.3. The customer is responsible for carrying out the branding/whitelabeling, e.g. by uploading a logo or making other configurations in the settings of the software solution. The provider merely supports and advises the customer in this, but is not responsible for any control or success.

  1. Implementation of consulting and support services

2.1. The provider is generally free to choose the place of performance. Only if necessary in individual cases shall the provider provide the consulting and support services on the customer’s premises.

2.2. The provider shall decide at its own discretion, based on the respective qualifications, which persons it deploys to provide the service. The customer has no right to the deployment of specific persons.

2.3. The personnel employed by the Provider shall be subject exclusively to the instructions of the Provider. This shall also apply in particular if, in individual cases, it is necessary to provide services on the customer’s premises.

 

C. Software license to use the solution

  1. Scope of services

1.1. The Provider shall make the software solution available to the Customer for use during the term of the contract to the extent granted below.

1.2. The software solution is provided as Software as a Service (“SaaS“) by means of access via app.planubo.com. In addition, access can also be provided via other subdomains or URLs, in particular if the customer uses the personal branding function of the software. In this case, for example, the customer can access the software via an individually set up subdomain such as abc.planubo.com.

1.3. After conclusion of the contract, the provider shall send the customer access data for registration and instructions for using the software solution. The customer must immediately change the access data received, in particular passwords, in accordance with the general security standards.

1.4. If a test account is provided, the customer has the opportunity to test the software solution for a period of 14 days. During this period, the functions are only available to the customer to a limited extent.

1.5. The Provider is entitled to update and further develop the software at any time and to adapt it due to a change in the legal situation, technical developments or to improve IT security. The Provider shall take appropriate account of the legitimate interests of the Customer and inform the Customer in good time of any necessary updates. If and insofar as the provision of a new version or of an update is accompanied by a significant change to the functionalities of the software, the Provider shall notify the Customer of this in writing at least four (4) weeks before such a change comes into effect. The customer shall be entitled to object to such a change, which shall result in the extraordinary termination of the contract. If the customer does not object to the change in writing within a period of four (4) weeks from receipt of the notification of change, the change shall become part of the contract.

1.6. The customer is entitled to use the payment service provider integrated as part of the software solution for billing its end customers. If this function is used, the terms and conditions of the payment service provider shall apply. In particular, fees for transactions must be paid directly to the payment service provider. Additional fees may be charged by the provider.

  1. Granting of rights of use

2.1. Upon full payment of the agreed remuneration, the Provider shall grant the Customer the non-exclusive and non-transferable right use the software by the agreed users, limited in time to the term of the contract and geographically to the territory of the Federal Republic of Germany. Users are all users registered by name in the user administration of the software (named users).

2.2. The customer may only reproduce the software insofar as this is covered by the intended use of the software. Necessary duplication includes loading the software into the working memory on the provider’s server, but not even temporary installation or storage of the software on data carriers of the hardware used by the customer.

2.3. The customer shall only use the software for its internal business purposes. He is not entitled to rent, lend, sell, transfer or assign the software itself or the rights to the software to third parties for use, to copy the software or to authorize the copying of the software in part or as a whole.

2.4. If the software is made available for test purposes, the customer’s rights of use shall be limited to those actions that serve to determine the functions of the software and its suitability for the customer; in particular, productive operation of the software or preparation for productive operation is not permitted.

2.5. Any supplementary program code (e.g. update, upgrade) made available to the customer for the purpose of troubleshooting or as part of maintenance shall be considered part of the software provided in each case and shall be subject to the terms and conditions of these GTC, unless otherwise agreed.

2.6. After termination of the contract, the rights of use end automatically without the need for a declaration by the provider. Until termination of the contract, the customer has the option of exporting his data in a common format. The Provider shall irretrievably delete any data subsequently held by the Customer no later than 6 months after termination of the contract.

2.7. Insofar as the Customer is provided with software or applications for the use of the Services for which the Provider only has a derived right of use (hereinafter referred to as “Third-Party Software“), the terms of use agreed between the Provider and its licensor shall take precedence over the provisions of these GTC. The Provider shall refer to the respective terms of use of any third-party software provided and make these available to the Customer. In the event of a breach of these terms of use by the customer, both the provider and its licensor shall be entitled to assert the resulting claims and rights in their own name.

  1. Obligations of the customer

3.1. The customer shall inform himself about the essential functional features of the software and its technical requirements (e.g. with regard to browser, client hardware and network connection) and establish these himself. The customer shall carry out regular data backups.

3.2. The customer shall take the necessary technical and organizational precautions to prevent unauthorized third parties from using the software solution. In particular, the customer shall protect and store the transmitted access data against access by third parties in accordance with the state of the art. The access data may not be passed on to third parties.

3.3. The customer is obliged to notify the provider immediately of any unauthorized access or attempted access.

3.4. The customer is responsible for the proper invoicing of its services to its end customers. The customer is responsible for checking the correctness of the invoices generated via the functions of the software solution before sending them to end customers.

  1. Warranty for material defects and defects of title

4.1. With regard to the granting of the use of the software solution, the provisions of §§ 535 et seq. BGB APPLY.

4.2. The customer may not claim reductions in the remuneration by deducting the reduction amount from the remuneration independently. This shall not affect the customer’s right to reimbursement of the excess amount paid in the event of a justified reduction.

4.3. The warranty for only insignificant reductions in the suitability of the services is excluded. The provider’s strict liability for defects already existing at the time of conclusion of the contract pursuant to Section 536a (1) BGB is also excluded.

4.4. If third parties assert claims against the customer due to the infringement of rights, the customer shall inform the provider of this immediately in writing or in text form. The customer shall not be entitled to make any acknowledgement to the third party and shall expressly reserve all defensive measures and settlement actions for the provider. The Provider is entitled, at its own discretion, either to modify the services in such a way that the third party’s right is no longer infringed or to provide the Customer with the necessary authorization to use the software. Self-remedy by the customer or third parties commissioned by the customer is excluded.

4.5. In the event that third-party software used by the provider for the purpose of providing the service is defective and the provider is not permitted to rectify the defects itself, the provider’s obligation to rectify the defects shall consist of asserting claims against the respective licensors.

  1. Availability and faults

5.1. The provider ensures an average monthly availability of the software solution at the transfer point of 99%. The handover point is the router exit of the data center in which the server with the provider’s software solution is located.

5.2. The parties understand availability to mean the technical usability of the software solution at the transfer point for use by the customer. Maintenance times, times of malfunction in compliance with the elimination time and times of malfunction of the necessary technical infrastructure at the customer’s premises that are not attributable to the provider shall be deemed times of availability of the software solution. Times of insignificant disruptions shall not be taken into account when calculating availability. The provider’s measuring instruments in the data center shall be decisive for the proof of availability.

5.3. The customer must report faults to the provider immediately by e-mail to . support@planubo.com

5.4. The Provider shall, at its own discretion and taking into account the interests of the Customer, classify the disruption that occurs into the following categories:

5.4.1. Category 1 (high priority): Malfunction that causes a failure of the software or essential parts of it, so that use is completely or almost completely impossible.

5.4.2. Category 2 (increased priority): Malfunction that impairs the use of the software to such an extent that meaningful use is not possible or only possible with disproportionate effort.

5.4.3. Category 3 (normal priority): Other (insignificant) malfunction that does not or only insignificantly affect the use of the software.

5.5. The provider shall respond to the customer’s notification of a fault within the following response periods:

5.5.1. For category 1 faults: Within 2 to 4 hours of receiving the notification;

5.5.2. In the event of a category 2 fault: Within 4 to 8 hours of receiving the notification;

5.5.3. For category 3 faults: Within 2 working days of receipt of the notification.

5.6. In the event of category 1 and 2 faults, the provider is entitled to provide the customer with a workaround until the fault has been completely eliminated. The elimination of insignificant faults is at the discretion of the provider.

5.7. In addition, the provider is entitled to rectify faults by means of updates or new program versions that also contain new functions (upgrades).

  1. Maintenance

6.1. The Provider is entitled to carry out regular maintenance on the software. Maintenance shall take place on Saturdays or Sundays between 10:00 p.m. and 5:00 a.m. and thus generally outside the customer’s normal business hours, unless maintenance has to be carried out at a different time for urgent operational or other compelling reasons.

6.2. If and insofar as the customer can use the software during announced periods of unavailability, there is no legal entitlement to this.

 

D. Final provisions

  1. The customer is only entitled to assign claims with the consent of the provider.
  2. The customer may only offset against legally established or undisputed claims.
  3. The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
  4. The exclusive place of jurisdiction for all disputes arising from and in connection with these GTC is 77654 Offenburg, Germany, provided that each party is a merchant or a legal entity under public law.
  5. Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties shall endeavor to replace the invalid or unenforceable provision with a provision that best reflects the meaning and economic purpose of the invalid or unenforceable provision. The same applies in the event of a loophole.
  6. The GTC have been drawn up in German. The English translation is for information purposes only. In the event of ambiguities or contradictions, the German version of the GTC shall take precedence.