General Terms and Conditions

General conditions for the use of the software Planerio

I. Scope of application

1. These General Terms of Use (hereinafter referred to as “Terms of Use“) shall apply to all contracts entered into between Planerio GmbH (hereinafter referred to as “Planerio” or “we“) and you for the use of the duty scheduling software for medical staff (hereinafter referred to as “Software“) offered by us at planerio.de, planerio.at, planerio.ch and planer.io (hereinafter referred to as “Website“). By using the Software, you agree to be bound by these Terms of Use, unless otherwise expressly agreed in writing.
2. The terms of use do not regulate your relationship with the employees affected by the duty scheduling (hereinafter referred to as “employees“) or the employees themselves.
3. General terms and conditions of business of you shall not apply. They shall not apply even if Planerio does not expressly object to their inclusion.
4. The contractual language is German.
5. Planerio offers the use of the Software exclusively to entrepreneurs in the sense of § 14 BGB (German Civil Code). You are an entrepreneur if you use the Software for a purpose that can be attributed to your commercial or independent professional activity.
6. The current version of these terms and conditions can be viewed, saved and printed at any time at planerio.com/general-terms-and-conditions.

 

II. The Software

1. Via our website, we offer you access to a web-based software for duty scheduling for medical staff (Software as a Service, SaaS). The software designs a duty schedule based on the employee data and predefined rules entered by you and makes it available online on the website. Details on the scope of functions can be found in the program description on the website. In addition – depending on the optional offers you have booked – Planerio organizes the exchange of services, offers to take over the vacation planning and records the working hours of your staff (hereinafter referred to as “Additional services“). The use of the Additional Services is usually only possible in connection with the use of the Software.
2. Planerio also offers software trainings. These are not included in the scope of services of the Software and are only provided on the basis of a separate agreement.
3. Planerio does not provide Internet access or other technical services required for the use of the Software.
4. Planerio is continuously working on the optimization and enhancement of the Software. This may lead to changes, for example in the operation and functionality of the Software.
5. Planerio may at any time have the operation of the Software performed in whole or in part by subcontractors. Commissioned subcontractors are contractually bound to the data protection provisions of Planerio and are obligated to confidentiality.

 

III. Registration, Conclusion of a User Agreement

1. The use of the software requires a registration on the website. Mandatory data is required for registration and will be requested during registration (hereinafter referred to as “Contract Data“). You warrant that the Contract Data is complete and accurate and that you do not provide any third party data. You will notify Planerio immediately of any changes to the Contract Data.
2. As far as a contract for the use of the Software (hereinafter referred to as “User Agreement“) has not already been concluded by signing a separate agreement (hereinafter referred to as “written agreement“), the following shall apply:

a. By completing the registration process, you make a binding offer to conclude a contract of use (hereinafter referred to as “contract offer“). Prior to this, we will show you the contract data in a confirmation window. You can use a change button to correct the information. The contract offer is binding for you for a period of five working days. Within this period Planerio reserves the right to accept or reject your contract offer. There is no right to conclude the contract of use.

b. After completion of the registration process, the user will receive an email confirming the receipt of his data (hereinafter referred to as “confirmation“). Upon receipt of the confirmation, no contract of use between Planerio and you is concluded. Only when Planerio declares the acceptance of the contract in a further e-mail (hereinafter referred to as “Contract Acceptance“) the usage contract is concluded. You can view your contract data at any time in the internal area of the website under the heading “Settings”. The confirmation and acceptance of the contract will be saved by Planerio, but you will not be able to view them again on the website.

c. Registration is only possible for natural persons, legal entities and partnerships with unlimited legal capacity. The registration of a legal entity or partnership may only be made by a natural person authorized to represent, who must be named.

 

IV. User Account, Access Data

1. After registration Planerio creates one or more user account(s) for one or more administrator(s) named by you (hereinafter referred to as “Administrator“). The administrator receives personal login data. The password assigned to him must be changed within two weeks. After logging in, the administrator can register the employees and grant them administration rights. The employees also receive personal login data.
2. Planerio offers you to fully configure the user account based on your information, i.e. to register your employees and to implement the duty scheduling rules you have chosen (hereinafter referred to as “scheduling rules“.
3. The personal login data may only be used by you or the employees you have indicated to us as authorized to access the user account. You shall ensure – if necessary by means of instructions or agreements – that
   1. passwords are selected which are difficult to decrypt;
   2. login data and passwords are kept secret and are stored separately from documents and information that you identify as login data or passwords to your user account;
   3. passwords are changed regularly and
   4. passwords are changed immediately by you, your employees or Planerio, if you or your employees have knowledge of an abuse or if you or your employees only suspect or fear such an abuse.
4. You are liable for all damages caused by third party use for which you are responsible.
5. If you significantly violate the duties of care specified in section IV.3, Planerio is entitled to (temporarily) block your access to the user account. We will inform you about this by e-mail.

 

V. Term, termination and blocking

1. The term of the contract as well as the right of termination depend on the content of the written agreement or your choice during registration (hereinafter referred to as “contract term“).
2. Unlimited contracts – unless otherwise agreed – can be terminated by either party on a monthly basis, limited contracts – unless otherwise agreed – with a notice period of one month to the end of the contract period without giving reasons. If the parties do not make use of their right of termination in the case of fixed-term contracts, the contract shall be automatically extended for an indefinite period with the possibility of monthly termination.
3. In the case of unlimited contracts, notice of termination must be given in text form. You can declare the termination in particular by e-mail to [email protected].
4. Both parties have the right to terminate the contract without notice for good cause. For Planerio an important reason exists in particular if
   1. You do not meet a not only insignificant payment obligation in whole or in part despite a reminder;
   2. you violate the rules of conduct of Planerio or in any other way violate essential provisions of the contract of use or these terms of use and do not remedy the situation despite a reminder. A reminder is not required if this does not promise any success or if the violation is so serious that it is unreasonable for Planerio to adhere to the contract of use. Furthermore, the severity of the violation may also result from the fact that you have already been warned several times for a comparable violation;
   3. requirements of the legislator, a court or an authority result in the fact that the Software may not be offered or may no longer be offered in the previous form or
   4. Planerio discontinues the offer of the Software or its business activities. Legal rights of withdrawal remain unaffected by the above termination rights.
5. After the end of the contract you will no longer have access to your user account. Planerio is not responsible for securing the information stored in your user account. You are therefore required to back up the data relevant to you on a storage medium and format independent of Planerio in due time before the end of the contract term.

 

VI. Usage fees, purchase price, extension of the scope of use, price adjustments

1. Planerio charges a usage fee for the use of the Software. For the hardware to be delivered within the scope of additional services, the purchase price (hereinafter referred to as “purchase price“) specified in the written agreement or on the website shall be paid.
2. The amount of the usage fee or the purchase price for the hardware depends on the type and scope of the services specified in the written agreement or selected by you during registration (hereinafter referred to as “scope of services“).
3. You may extend (hereinafter referred to as “extension“) or limit (“limitation“) the scope of services selected by you as follows:
   a. An extension is possible at any time during the term of the contract. Upon receipt of the confirmation of an extension, a new usage contract with a new contract term is concluded. The change in the scope of use shall take place on the following working day at the latest. Any usage fees already paid shall be credited pro rata to the usage fees to be paid after the extension.
   b. A restriction of the scope of use is only possible at the end of the agreed contract term or at the next termination date.
4. All usage fees and prices on the website are gross prices, including the applicable statutory value-added tax. If you have purchased hardware as part of additional services, you will also be charged shipping costs.
5. Planerio reserves the right to adjust the usage fees (hereinafter referred to as “prices”) after the end of a contract year in accordance with the cost changes that have occurred after this point in time in the case of open-ended contracts. In this case, Planerio is entitled to increase prices by up to eight percentage points above the rate of increase of the consumer price index, in particular due to increases in the costs required for the maintenance and further development of the technical and personnel infrastructure used for the provision of services. In the event of a price adjustment, Planerio will notify you of a corresponding change in prices at least six weeks in advance in writing on your regular invoice. You are entitled to extraordinary termination of the contract within four weeks of notification of a price adjustment for the time at which the price adjustment comes into effect. If you do not exercise this right, the contract will be continued at the changed prices.
6. Planerio reserves the right to adjust the prices for fixed-term contracts as soon as these are automatically extended in the absence of termination in accordance with Section V. 2. of these Terms of Use or in accordance with the provisions of the separate written agreement. In this case, Planerio is entitled to increase prices after the expiry of the fixed-term contract period in accordance with the cost changes that have occurred after this time, in particular due to increases in the costs required for the maintenance and further development of the technical and personnel infrastructure used for the provision of services. When calculating the first price increase after expiry of the limited contract term, Planerio will take into account an increase of up to eight percentage points above the rate of increase of the consumer price index per contract year from the agreed and completed limited contract term, with the exception of the first contract year, as well as the beginning of the extended contract year. In the event of a price adjustment, Planerio will notify you of a corresponding change in prices at least six weeks in advance in writing on your regular invoice. You are entitled to extraordinary termination of the contract within four weeks of notification of a price adjustment for the date on which the price adjustment comes into effect. If you do not exercise this right, the contract will be continued at the changed prices.

 

VII. Terms of delivery and reservation of advance payment

1. We are entitled to partial deliveries to a reasonable extent.
2. The delivery period is approximately five working days, unless otherwise agreed. It begins – subject to the provision in paragraph 3 – with the conclusion of the contract.
3. If you have your residence or place of business abroad or if there are reasonable indications of a risk of non-payment, we reserve the right to deliver only after receipt of the purchase price plus shipping costs (advance payment). If we make use of the advance payment reservation, we will inform you immediately. In this case, the delivery period begins with payment of the purchase price and shipping costs.

 

VIII. Terms of payment

1. The usage fees are to be paid by you in advance. In case of a contract with a minimum term, the usage fee is due upon conclusion of the usage contract, in case of a contract with an indefinite term, the usage fee is due monthly on the 1st of each new usage month and will be invoiced by Planerio. The purchase price and the shipping costs are to be paid within two weeks after receipt of our invoice at the latest.
2. The following means of payment are available to you for the payment of the usage fees and the purchase price: Bank transfer.
3. KIf you are in default of payment, Planerio is entitled to charge interest on arrears in the amount of 9 percentage points above the base interest rate. Planerio reserves the right to prove and assert a higher damage.
4. You may only set off claims against Planerio’s payment claim that are undisputed by Planerio or have been legally established against Planerio. You may only exercise a right of retention if your counterclaim is based on the same contractual relationship.
5. If you do not meet your payment obligations or if amounts paid are reversed or charged back, Planerio is entitled to block access to your user account, subject to further claims. If the blocking or suspension is due to outstanding payment claims and these are settled, the access will be unblocked again.
6. In case of term contracts, Planerio is entitled to change the usage fees for the next contract term. Planerio will inform you at the latest six weeks before the change takes effect. If you do not agree with the change, you can terminate the usage contract up to two weeks before the price change takes effect. If you do not give notice of termination, your consent to the price change will be deemed to have been given.

 

IX. Granting of Rights

1. The Website and its components, especially the Software, are intellectual property of Planerio. Planerio grants you the non-exclusive, non-transferable and non-sublicensable right to use the Software in accordance with the User Agreement via the Website (SaaS) for the duration of the User Agreement. The contractual use includes in particular loading, displaying and running the software.
2. You agree not to misuse the Website and Software. In particular, you are prohibited from
   1. to reproduce, copy, translate, edit, decompile or otherwise modify the software or its components in whole or in part, unless this is expressly provided for in the license agreement or permitted under Sections 69d (2) and (3), 69e of the German Copyright Act;
   2. transfer, sell, assign, sublicense, rent, give to third parties against payment or free of charge, redistribute, publish, share with third parties or use for any commercial purpose beyond the contractual purpose your right to use the Software;
   3. to block, overwrite or change any content of Planerio;
   4. use the Software using any system or program that compromises the security, integrity and/or availability of the systems and software used by Planerio or otherwise interfere with the proper and smooth functioning of the Website or provide unauthorized access to the Website.
3. You shall ensure by appropriate instructions and agreements that the obligations according to section IX. 2. are observed by the administrator and the employees and you shall be liable for any abusive behavior of the administrator and the employees towards Planerio.
4. In case of misuse according to section IX.2, Planerio is entitled to (temporarily) block your access or the access of the Administrator or individual employees to the User Account, notwithstanding the right to extraordinary termination according to section V.4. If the access to the User Account is blocked, you are not allowed to use a new or another User Account to access the Website in any other way.

 

X. Processing of personal data of employees

1. You warrant that the Administrator and your employees have consented to the collection, processing or use of their personal data to the extent necessary for the use of the Software and in accordance with the applicable data protection laws.
2. . You indemnify Planerio against all claims made by the Administrator, the employees or third parties against Planerio due to unauthorized use of their personal data. You will compensate Planerio for any damage incurred by Planerio due to the misuse of the personal data, including any legal defense costs. You will support Planerio in its legal defense.
3. Planerio may anonymize the personal data and process and use it in anonymized form for its own purposes.
4. Planerio is in principle willing to conclude an Order Data Processing Agreement (ADVV) with you according to German law. The ADVV takes precedence over the Terms of Use in case of ambiguity.

 

XI. Warranty

1. Planerio provides you with the software exclusively as a tool for the creation of duty scheduling. The use of this tool does not release you from the obligation of independent and careful duty scheduling. You are solely responsible for ensuring that you use the software to create a duty roster that complies with the legal requirements. You will therefore check in each individual case whether the information you have provided about your employees and the planning rules you have selected are accurate and enable duty scheduling in compliance with the law.
2. As far as you have commissioned Planerio to record and evaluate the working time of your employees, it is your sole responsibility to check the data provided to you by Planerio for correctness and completeness of content before further use.
3. Planerio does not guarantee the functionality of your internet access as well as other external services (e.g. mobile phone services) which are necessary for the use of the services.
4. Maintenance work, upgrades or retrofits, errors or “bugs” as well as other causes or circumstances may lead to interruptions or errors in the operation of the Platform. Planerio will immediately remedy technical disruptions within the scope of technical possibilities.
5. You indemnify Planerio from all claims made by third parties against Planerio due to a violation of clause XI. 1. You shall compensate Planerio for any damage incurred due to such a violation, including any costs of legal defense. You shall support Planerio in the legal defense.

 

XII. Liability

1. Planerio shall be liable for damages without limitation insofar as the cause of damage is based on an intentional or grossly negligent breach of duty by Planerio, a legal representative or vicarious agent. Planerio is only liable for negligent conduct in the event of a breach of an obligation, the fulfillment of which is essential for the achievement of the contract of use and on the observance of which the contracting party may regularly rely (cardinal obligation), insofar as Planerio could typically expect the damages caused according to the circumstances known at the time of the conclusion of the contract. In all other respects, the liability of Planerio – also for vicarious agents and assistants – is excluded. Insofar as Planerio is liable for simple negligence, Planerio’s liability shall be limited to € 10,000 per case of damage.
2. The limitation of liability according to clause XII. 1. shall not apply to claims for damages arising from injury to life, body, health, the assumption of a quality guarantee or fraudulent concealment of defects by Planerio.
3. Any statutory liability privileges in our favor, e.g. according to §§ 7-10 TMG, shall remain unaffected.

 

XIII. Force Majeure

If events or circumstances beyond the control of Planerio (force majeure) make the operation of the website impossible, Planerio shall be released from its obligation to perform. Already paid usage fees will be refunded. Cases of force majeure are in particular the interruption or failure of the Internet or other networks, telecommunication connections, power supply or infrastructures as well as providers or suppliers.
XIV. Customer Hotline

You can reach us via our customer hotline Monday to Friday between 09:00 and 17:00 at +49 89 693 19980.

 

XV. Contact, Newsletter

1. Planerio sends you to the e-mail address provided during registration the information necessary for the execution of the user contract. This is in particular security information, notices of changes to the terms and conditions as well as information about new or changed functions.
2. You will receive notifications about marketing activities of Planerio and its partners (hereinafter referred to as “newsletter“) only if you have agreed to receive the newsletter. You can stop receiving the Newsletter at any time by clicking on the “Unsubscribe Newsletter” field in the Newsletter. In this case, your e-mail address will be deleted from the newsletter distribution list or the lack of consent will be noted in the customer area.

 

XVI. Data Protection

Planerio collects and stores the data necessary for business processing. When processing personal data Planerio observes the legal regulations. Please also refer to our separate privacy policy at https://planerio.de/privacy-policy-en/

 

XVII. Changes

Planerio is entitled to make changes to the Terms of Use at any time, unless essential provisions of the contractual relationship (in particular type and scope, term, termination) are included. You will be notified of the amended terms in text form at least six weeks before they come into effect. The changes shall be deemed to have been approved if you do not object to them within six weeks of receipt of the notification. If you exercise your right to object, the amendments shall not become part of the contract and the contract shall continue unchanged. The right of termination shall remain unaffected.

 

XVIII. Miscellaneous

1. These Terms of Use and the contractual relationship between you and Planerio shall be governed by the laws of the Federal Republic of Germany. The application of German international private law as well as the UN Convention on Contracts for the International Sale of Goods is excluded.
2. Amendments and supplements to these Terms of Use must be made in text form. This also applies to the cancellation or amendment of this text form clause. Verbal collateral agreements do not exist.
3. Should individual provisions of the Terms of Use be invalid, this shall not affect the validity of the Terms of Use in other respects. If an individual condition of use is invalid, the parties shall agree on a legally valid replacement provision that comes as close as possible to the legally invalid condition of use in economic terms. This shall also apply in the event of a loophole.
4. If you are a merchant, the exclusive place of jurisdiction for all disputes arising between you and us is Munich.
5. Planerio is entitled to transfer the rights and obligations arising from the contract with you in whole or in part to another company. Should a transfer take place, you will receive a notification from us, which will also specify a deadline for deleting the user account, if you do not agree with the transfer.

 

XIX. Provider identification

Our contact information is:

Planerio GmbH
Theresienhöhe 11a
80339 Munich

Trade Register number: HRB 224613
HR court: Munich

Represented by: Torsten Blaschke, Dr. Stefan Klußmann, Silke Oltrogge, Sang-Woo Pai, Prof. Dr. Cai-Nicolas Ziegler

Contact:
Phone: +49 89 693 19980
E-Mail: [email protected]