Planzone Customer & User Agreement – Terms and Conditions
These terms and conditions are concluded between the account holder (the "Customer") who initiates the creation of a Planzone Work Space, the natural persons (the "Users") who are invited to use the Planzone Work Space created by the Customer, and Augeo Software SAS, Société par Actions Simplifiée (simplified joint-stock company), registered with The Trade and Companies Register of Créteil, France, under number 382 838 456, whose head office is at 18 rue Pasteur 94270 le Kremlin-Bicêtre, ("Augeo"), which develops, operates, sustains, and hosts the Planzone Services accessible at www.planzone.fr
BY CLICKING THE "AGREE TO TERMS AND CONDITIONS" CHECK BOX, YOU GIVE, AS CUSTOMER/USER, YOUR EXPRESS CONSENT TO BE BOUND TO THESE TERMS AND CONDITIONS (THE "AGREEMENT") THAT GOVERN YOUR USE OF THE PLANZONE SERVICES (THE "SERVICES").
IF YOU ADHERE TO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU CERTIFY THAT YOU HAVE THE CAPACITY AND AUTHORITY TO BOUND THIS ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "LICENSEE," "CUSTOMER," "USER," "YOU," AND "YOUR" SHALL REFER TO THE AFORESAID LEGAL ENTITY.
1.1 "Customer" means the natural person or legal entity that registers and activates the Services provided by Augeo and assumes payment responsibility for the Services.
1.2 "User" means the natural person (i.e. the employee of the Customer or a third-party) who, following the Customer's invitation, registers a User account and gets access to the Services.
1.3 "Licensee" means the Customer and the User.
1.4 "Work Space" means access to the Services, subscribed and managed by the Customer, as defined on the website.
1.5 "Services" means the Planzone web services, the Customer's Work Space, the associated online software, as well as the other services relating to these terms and provided by Augeo to the Customer in accordance with this Agreement and with the features and functions described on the Web Site. These Services may be modified from time to time.
1.8 "Content" means any data, information or written or audio visual material, including but not limited to: documents, spreadsheets, text messages, registration forms, wiki pages, digital media files, and other similar documents which are uploaded to the server, transferred, publicly edited, processed or entered into the Services by the Customer or the Users.
1.9 "Web Site" means the Planzone Web Site at www.planzone.fr
1.10 "Agreement" means these terms and conditions also available on the Web Site and approved by the Licensees when they fill in the Customer or User registration form.
1.12 "Security Policy" means Planzone security policy which is available on the Web Site and defines the terms for information collection and dissemination practices for the Service and which is approved by all the Licensees when they accept this Agreement.
1.13 "Third-party" means external natural persons or legal entities that are not the Licensee and do not have access to the Services.
2. Services and Licensing
2.1 Augeo grants the Licensee a worldwide, non-transferable, non-exclusive right subject to these terms and conditions, to access and use the Services and this right cannot be sub-licensed.
2.2 Augeo reserves the right to make changes in the design, method of operation, technical specifications, systems and any other feature of the Services at any time and without prior notice.
2.4 Augeo undertakes to make its best effort, as part of an obligation of means, to guarantee access to the Services via the Internet twenty-four hours a day, seven days a week. However, Augeo shall be entitled to take measures affecting the above-mentioned accessibility for technical, maintenance, Service operation or security reasons. The Customer is also aware and acknowledges that the Customer's Internet access cannot be guaranteed by Augeo and Augeo shall not be liable for any downtime of the Customer's network or equipment.
2.5 The Customer is entitled to provide Users access to its Customer Work Space and to the Services. The Customer acknowledges and agrees to be held responsible on behalf of the Users to whom it gave access to the Services.
2.6 Augeo is entitled to call on subcontractors for the performance of obligations in accordance with this Agreement.
3. Trial Services
3.1 The Trial Services are intended to enable the Customer to assess all or a part of the Services free of charge for a given period. The Licensee commits to using the Trial Service in accordance with these terms and conditions. The Customer acknowledges that the sole purpose of the Trial Services is to allow him/her to test the Services before purchasing a subscription. In this respect, the Customer shall not engage Augeo's responsibility in any way regarding the Trial Services.
3.2 The Customer can purchase a subscription at any time and thus benefit from applicable features and/or additional Services.
3.3 The Customer expressly acknowledges and accepts that the Trial Services may include advertising.
4. Customer & User Obligations
4.1 The Licensee must respect the Security Policy available on the Web Site.
4.2 The Customer guarantees that all the information provided regarding contact details, billing information and credit card information, if required, is correct and he/she agrees to update it regularly.
4.3 The Licensee is fully responsible for its use of the Services. In this respect, it is the Licensee's responsibility to ensure compliance with national laws relating to the use of online Services. Any content uploaded to the server, transferred, publicly edited, processed or entered in the Services by the Licensee is the sole responsibility of the Licensee. Augeo is a hosting company as defined by article 6 of the French Law for Confidence in the Digital Economy of June 21, 2004, concerning the content hosted on its servers or on those of its subcontractors.
4.4 The Customer is solely responsible for the management of its Work Space. In this respect, the Customer commits to indemnifying and holding Augeo harmless for any consequences resulting from content transferred to or managed by the Services and that affects the rights of Third-Parties and violates applicable law. The Licensee guarantees Augeo that it regularly holds all necessary licenses from Third-Parties as may be required in order to manage the content and use of the Services. The Customer is entitled to assign administrative responsibility for the Work Space to a designated User. Then, the designated User shall have the same monitoring obligations as the Customer.
4.5 The Licensee agrees to use the Services in such way that such use will not prevent or disrupt communications with other computers or cell phone communications, or will not prevent or disrupt the equipment used to provide or use the Services.
4.6 The Licensee is aware and acknowledges that it is not allowed to use the Services in order to obtain documents in violation of law or of generally accepted practices.
4.7 The Licensee agrees not to use the Services in order to obtain documents which may bring discredit on a Third-Party, whether they are sent to it or themselves compromising, or which may result in any way in the violation of a Third-Party's copyright, or may constitute a dissemination of a commercial secret or may incite a Third-Party to commit or take part in a crime, or may be regarded as a threat, or the Licensee agrees not to use the Services in any way that does not comply with this Agreement.
4.8 The Customer agrees not to provide access to the Services to anyone other than the Users who have completed the form and thus, accepted this Agreement.
4.9 The Licensee acknowledges that it is not taking part directly or indirectly in a network whose purpose is to implement practices comparable to a "pyramid scheme" or to multilevel marketing.
4.10 The Licensee agrees to notify Augeo of any alleged violation of this Agreement.
5. Terms of payment – Billing, Subscriber management
5.1 In exchange for the Services, the Customer shall pay a fee set regularly by Augeo as described on the Web Site and in the Services (Administration menu). This payment obligation applies only to the Customer and not to the User. For billing purposes, all references to currencies are in euros. Other currencies may be displayed on the Web Site but for information purposes only. All payments for the Service are due at the beginning of the defined period and are non-refundable.
5.2 The Customer can change its subscription plan at any time during the terms of the Agreement. As soon as the Customer upgrades its subscription from Trial Services to a paid subscription plan, the Services provided by Augeo will be billed on the Customer's credit card in advance for the chosen period. From the moment the Customer chooses to upgrade, this upgrade will be immediately implemented and the Customer's credit card will be charged the amount of the new Subcription Plan prorata temporis. Any Subscription Plan upgrade requires the Customer to enter its credit card details online. Requests for Subscription Plan downgrades must be sent by email to firstname.lastname@example.org. The Customer is allowed to downgrade to a lower Subscription Plan level but it is not allowed to downgrade to Trial Services. The request for a change of Subscription Plan will be effective as soon as Augeo is able to process it. However, there will be no prorated refund for the partially prepaid period. The request for a downtown will be processed only if the use of the Work Space complies with the terms of the new Subscription Plan. The Customer acknowledges and accepts that downgrading its Subscription Plan may result in a loss of Content and/or access to some features of the Services. Augeo shall not be held responsible in any way for a loss of Content and shall not accept any responsibility for such loss. In the event of repeated failure to pay by credit card, payment will be made in full to Augeo within a thirty-day (30) period following the date of issue of the invoice or of the initial request for payment by credit card. By way of penalty, interest may be demanded in accordance with the legislation in force, for the period starting after this deadline. Augeo shall be authorized to charge a fee for any reminder and reserves the right to send email reminders to the Customer. The Customer shall be responsible for any fee reasonably incurred by Augeo for the collection of overdue fees.
5.3 All fees due for subscriptions include all taxes and must be paid in full when signing the quote; payment in installments is not accepted. If all fees have not been paid eight (8) days after signing the quote, access to Planzone may be interrupted. The Customer agrees to proceed with euro payment of invoices, including payment of any applicable value-added tax (VAT).
5.4 Payment delays will automatically result in the application of a default interest rate equal to three times the legal interest rate in force on the due date of payment, calculated on the amount of the invoice due, from the day following its due date and until the day of its payment. A fixed sum of 40 euros will automatically be added to this amount for recovery costs. Any payment delay exceeding thirty (30) days will automatically result in the suspension of the Licensee's access to the Work Space and Services without prior notice. Any payment delay exceeding forty-five (45) days will automatically result in the termination of this Agreement without prior notice, the Customer and the User's access to the Work Space and Services along with the Content will be permanently deleted without Augeo being held responsible in any way for such deletion.
5.5 In case of early termination of the Agreement by the Customer, the latter shall not be entitled to claim any refund for the fees paid in advance.
6.1 Access to the Services is licensed, not sold. Augeo owns all title and Intellectual Property Rights as well as technical solutions, or has the exclusive right to use them. These Intellectual Property Rights and technical solutions can be used by the Customer only in the way defined by this Agreement. In no circumstances shall the Customer or a Third-Party acquire Intellectual Property Rights in the Services, softwares, technical solutions used by the Services, or any trademark or name owned or used by Augeo.
6.2 Any Content uploaded to the server, transferred, publicly edited, processed or entered in the Services by the Licensee remains the Licensee or its relevant legal owner's exclusive property. Augeo is not responsible in any way for this Content.
7. Customer support
7.1 Augeo provides the Licensee with product support and information related to the use of the Services through the Planzone Forum (forum.planzone.com) included in the Services.
7.2 Augeo also provides Customer support by email and phone to answer any question. This support is provided by Augeo from Monday to Friday (except for public holidays in France) during usual Augeo working hours (from 9am to 5pm-Central European Time), in a way reasonably and clearly defined by Augeo.
7.3 Requests and/or notifications of errors should be submitted to Augeo by email or phone in accordance with the contact details available on the Web Site.
9. Security policy
9.1 Augeo takes reasonable steps to ensure that the safety of the Services meets industry standards. Augeo's security measures are set forth in the Security Policy and available on the Web Site.
9.2 Augeo shall not be liable for any loss or distortion of Content exchanged electronically on the Services or by means of the Services.
9.3 The Licensee guarantees that the usernames, passwords and equivalents obtained by the Licensee when registering are stored and used safely and cannot be accessed and thus used by Third-Parties. The Licensee will be held responsible for any non-authorized use of the Services. Augeo shall not be liable for any loss or damage arising from the Licensee's failure to comply with these requirements.
9.4 If the Licensee suspects an unauthorized person of accessing its user ID and password, the Licensee must immediately notify Augeo.
10. Warranty Term
10.1 Augeo guarantees the Licensee that the Services will be provided substantially and materially in accordance with the documents available on the Web Site, subject to normal conditions of use and use for their intended purposes. This warranty does not apply to the Trial Services as they do not come with any warranty.
10.2 Except for the express warranties set out above and to the extent permitted by law, Augeo expressly rejects all other warranties relating to the Services whether they are express or implied, including but not limited to appropriateness of the Services for specific purposes, accuracy or reliability of the results obtained from the use of the Services, compliance of the Services with particular specifications, and the fact that the Services must be uninterrupted, fully secure, error-free, or that defects and failures in the Services must be corrected.
11. Limitation of liability
11.1 Augeo agrees to do its very best to perform the Services as described in the Agreement and in accordance with the applicable regulations, industry standards and practices.
11.2 Augeo shall not be held responsible in any way whatsoever regarding the Customer for any indirect and/or intangible damage including but not limited to any loss of opportunity, contract, turnover, margin, production, customers, data, any business interruption, increase in operating costs, or damage to the Customer's image.
11.3 Augeo shall not be held responsible in any way whatsoever for damages resulting from the act of a Third-Party such as in particular any equipment supplier or service provider (other than Augeo's subcontractors themselves).
11.4 In any case, if Augeo was held responsible hereunder for any reason whatsoever and on any basis whatsoever, the damages that Augeo may be liable to pay, for all damages suffered, shall be limited to a sum equal to the amount paid by the Customer for the use of the Services during the twelve (12) months immediately preceding the alleged violation of the Agreement.
11.5 The Customer acknowledges that this liability limitation is balanced and has been negotiated in good faith between the Parties in view of the consideration furthermore granted by Augeo under the terms of the Agreement and in particular all Augeo's obligations compared to those of the Customer.
11.6 The Customer and its insurer declare that they waive any request or recourse against Augeo and its own insurers beyond the above limitations.
11.7 This liability limitation applies to the fullest extent permitted by the applicable public policy rules.
12. Force Majeure
12.1 Neither Party shall be held responsible in case of non-performance or improper performance of one or several of its contractual obligations due to force majeure.
12.2 The Party prevented from carrying out its obligations due to force majeure must notify the other Party by registered letter with acknowledgement of receipt upon the occurence of the said case of force majeure. Unless otherwise agreed by the Parties, the obligations of each Party shall be suspended from the date of this notification.
12.3 If the case of force majeure continues for more than a month following this notification, each Party shall be entitled to freely terminate the Agreement by sending the other Party a registered letter with acknowledgement of receipt.
13.1 Augeo agrees not to disclose or make available to any Third-Party the information received by Augeo from the Licensee under the terms of the Agreement. This privacy obligation does not apply to the information which is in the public domain or was obtained by Augeo in a way other than under this Agreement. This privacy duty does also not apply when a party is required to provide information pursuant to legal obligations, orders issued by public bodies or court decisions. The privacy duty shall remain in effect notwithstanding the termination of the Agreement for two (2) years from the date of termination of the Agreement.
13.2 The Licensee agrees that some Content of its Work Space such as the Work Space name, logo or URL may be published on a public page called "public page," "profile page," or "directory." Only the Customers with a paid Subscription Plan can disable these publications.
13.3 With the exception of the above-mentioned Content, Augeo is not allowed to review the Content processed by the Licensee through the Services.
14.1 Augeo reserves the right to change the terms of the Agreement including but not limited to the fees periodically invoiced to the Customer by Augeo. The Customer shall be informed of these changes by email or through information provided by Augeo on the Web Site. The Customer is allowed to terminate the Agreement with immediate effect within a period of thirty (30) calendar days starting from the date of dispatch of the email or, if applicable, within a period of thirty (30) calendar days following the publication of the changes on the Web Site. If the Agreement is not terminated by the Customer within the aforementioned period, the Customer shall be deemed to have accepted the new terms and conditions.
15. Agreement term and termination
15.1 The Agreement will come into force upon acceptance of these terms and conditions by the Licensee for a firm term of one (1) year. If the Licensee does not terminate the Agreement by registered mail with acknowledgement of receipt and in observance of a one (1) month's prior notice, the Agreement shall be tacitly renewed for firm terms of one (1) year.
15.2 Upon termination of the Agreement, Augeo shall no longer be responsible for hosting the Content generated by the Licensee in connection with the Services. As a result, the Licensee shall make sure that it has the necessary back-up copies of the Content it wishes to preserve.
15.3 Upon termination of the Agreement, Augeo shall be expressly authorized by the entitled Licensees to permanently delete and destroy the whole Content managed in connection with the Services.
15.4 Concerning the Trial Services, Augeo reserves the right, in its sole discretion and for any reason whatsoever including lack of use, to terminate the account, and delete and destroy the Content managed in connection with the Services. Augeo undertakes to give notification of this termination of Services by email at least one (1) month in advance.
15.5 Article 11 and article 13 shall survive termination of this Agreement.
15.6 The "Basic" Plan subscribed using the Stripe payment method can be terminated by the subscriber directly on the Planzone software (section "Planzone settings"). Every month started shall be due in full.
16.1 Augeo shall be entitled, partially or fully, to assign its rights and obligations hereunder to a company belonging in law or in fact to the same group of companies as Augeo, without the Customer's prior approval.
16.2 Except for the provision of article 4.4, the Licensee is not allowed to assign its rights and obligations hereunder without Augeo's prior written consent. If the Licensee assigns its rights and obligations hereunder and the new Party fails to perform its obligations, the Licensee shall remain fully responsible for the performance of its obligations under this Agreement.
17. General provisions
17.1 This Agreement has been drawn up in French and French shall be the reference language in all respects. Any version other than the French version of this Agreement is provided for informational purposes only.
17.2 If any provision of this Agreement is held to be unenforceable for any reason whatsoever, the other provisions of this Agreement shall remain in full force and effect, and the unenforceable provision shall be modified to the extent possible and to the extent permitted by law to achieve as much as possible the same intent and the same economic effect as the original provision.
18. Applicable law
18.1 This Agreement and the resulting contractual relationship between Augeo and the Licensee are governed by and construed in accordance with the laws of France.
18.2 In case of dispute relating to this Agreement, the Parties first agree to try to resolve such dispute in good faith through discussions between them and, if necessary, between the respective directors, to a reasonable extent under the circumstances, before taking legal action.
18.3 All disputes relating to this Agreement shall be settled by the Tribunal de Commerce of Paris, France.