Planzone customer and user agreement – Terms of Service
These general conditions of sale are concluded between the account holder (the "Customer") who initiates the creation of a Planzone Workspace, individuals ("Users") invited to use the Planzone Workspace created by the Customer and Augeo Software SAS, a Company, registered with the Commercial and Companies Register of Nanterre, France under number 382 838 456, having its principal place of business at 43 avenue Raspail 94250 GENTILLY, France ("Augeo"), that develops, operates, maintains and hosts the Planzone Services accessible through the URL address www.planzone.com
BY CLICKING THE BOX "I ACCEPT THE TERMS AND CONDITIONS" YOU GIVE, IN YOUR STATUS AS CUSTOMER/USER, YOUR EXPRESS CONSENT TO BE BOUND BY THESE CURRENT TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE PLANZONE'S SERVICES (THE "SERVICES").
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE STATUS AND THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "LICENSEE", "CUSTOMER", "USER", "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.
1.1 "Customer" means the individual or the legal entity who registers and activates Services provided by Augeo and assumes payment responsibility for the Services.
1.2 "User" means the individual (i.e. an employee of the Customer or a third party) who, following an invitation from the Customer, registers a user account and gains access to the Services.
1.3 "Licensee" means the Customer and the User.
1.4 "Workspace" means an access to the Services subscribed to, and managed by, the Customer, as defined at the Web Site.
1.5 "Services" means the Planzone Internet services, the Customer's Workspace, associated online software, and other services related thereto provided to the Customer by Augeo in accordance with this Agreement and with the characteristics and features as described at the Web Site, subject to change from time to time.
1.6 "Trial Services" means an access to a Workspace, provided free of charge, and marked "trial", "demo", "free" or "evaluation" (or a similar designation), with a defined set of usage terms, as defined at the Web Site.
1.7 "Subscription Plan" means a Workspace with a defined set of usage terms, provided in consideration of a fee per period.
1.8 "Content" means all visual, written or audio data, information or material including, without limitation: documents, spreadsheets, text messages, form entries, wiki pages, digital media files and similar material, which are uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer or the Users.
1.9 "Web Site" means Planzone's web site at www.planzone.com.
1.10 "Agreement" means the terms and conditions defined in this document and available on the Web Site, that all Licensees agree to by completing the Customer or User registration form.
1.12 "Security Policy" means the Planzone security policy which explains the information gathering and dissemination practices for the Service, available at the Web Site, that all Licensees agree to by accepting the Agreement.
1.13 "Third Party" means external individuals or companies that are not Licensees and who do not have access to the Services.
2. Services and License Grant
2.1 Subject to the terms and conditions of this Agreement, Augeo hereby grants to the Licensee a worldwide, non-transferable, non-exclusive, non-sublicensable right to access and use the Services.
2.2 Augeo reserves the right to effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.
2.4 Augeo undertakes to use its best efforts and all necessary meansnbsp; in order to ensure the accessibility of Services via Internet, twenty-four hours a day, seven days a week. Augeo will still be entitled to take measures affecting the aforementioned accessibility for technical reasons, maintenance, operation of the Services or security. The Customer is also aware and acknowledges that access to the Internet cannot be guaranteed and that Augeo in no event shall be held liable for any deficiencies in the Customer's own Internet connections or equipment.
2.5 The Customer is entitled to provide Users with access to the Customer's Workspace and the Services. The Customer acknowledges and agrees to be responsible for the accounts of Users for whom he authorized access to the Services.
2.6 Augeo is entitled to retain subcontractors for the performance of obligations in accordance with this Agreement
3. Trial Period
3.1 The Trial Period is designed to enable the Customer to evaluate free for a limited period all or part of the Services. The Licensee agrees to use the Trial Service in a manner consistent with the terms and conditions of this Agreement. The Customer acknowledges that the Trial Service is for the sole purpose of allowing him to test the services before taking out a paid subscription. As such, the Customer does not engage the responsibility of Augeo in any capacity whatsoever, because of the use by the Licensee of said Trial Services.
3.2 The Customer can take out a fee-paying Subscription Plan at any time and thus benefit from additional features and/or services.
3.3 Trial Services may include advertising as some point in time, which the Customer acknowledges and implicitly accepts.
4. Customer and User Obligations
4.1 The Licensee has to comply with the Security Policy available at the Web Site.
4.2 The Customer ensures that all details provided are his (the Customer's) regarding contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information regularly.
4.3 The Licensee is solely responsible for the activities conducted by the Licensee within his use of the Services. As such, is responsible for ensuring compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Licensee is the sole responsibility of the Licensee. Augeo qualifies as a host within the meaning of Article 6 of the Law on Confidence in the Digital Economy of 21st June 2004 regarding the Content hosted on its servers, or those of its subcontractors.
4.4 The Customer is solely responsible for monitoring its Workspace. As such, is committed to ensuring and not hold Augeo liable for any Content transferred to or handled within the Services which is processed by the Licensee that infringes any Third Party rights or in any other manner violates governing legislation. The Licensee affirms to Augeo that he holds in order such necessary licenses from Third Parties as may be required in order to process the Content and use the Services.
The Customer is entitled to assign the administration responsibility to monitor a Workspace to a designated User. The designated User will then have the same monitoring obligation as the Customer.
4.5 The Licensee undertakes to use the Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Services.
4.6 The Licensee is aware and acknowledges that it is not permitted to use the Services in order to gain material in violation of law or generally accepted practices.
4.7 The Licensee undertakes not to use the Services in order to obtain material which per se, or if sent to another party, might injure the reputation of a Third Party, or in any manner which may result in the infringement of any Third Party's copyright, or which constitutes a dissemination of business secret, or may incite a Third Party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof.
4.8 The Customer undertakes not to provide access to the Services to anyone other than Users who have completed the registration form and thereby agreed to the Agreement.
4.9 The Licensee agrees not to take part directly or indirectly in a network designed to implement practices comparable to "pyramid selling" or multilevel marketing (MLM) network-based sales.
4.10 The Licensee is obligated to notify Augeo regarding any suspected breach of these provisions.
4.11 A Customer can subscribe to an "NPO" plan, a "student" plan, an "enterprise" plan or any other specific Subscription Plan only if a previous specific agreement has been signed between its organization (school, enterprise, NPO) and Augeo Software.
5. Payment Terms – Billing, upgrades and downgrades
5.1 The Customer pays compensation for the Services in accordance with the fees applied by Augeo from time to time as described at the Web Site and in the Services (Account Administration menu). This payment obligation solely applies to Customers and not to Users.
For billing purposes, all currency references are in Euros. Other currencies may be displayed at the Web Site for information purposes only. All payments for Services are billed separately and are non-refundable.
5.2 The Customer has the ability to upgrade or downgrade its Subscription Plan at any time during the term of the Agreement. Upon upgrading from Trial Services to a fee-paying Subscription Plan, all Services provided by Augeo are immediately charged to the Customer credit card in advance for the selected period. Upon upgrading from a Subscription Plan to a higher level Subscription Plan, such an upgrade will take place immediately and the Customer credit card will be charged with a pro-rated amount for the new Subscription Plan. Any Subscription Plan upgrade requires that the Customer enters his/her credit card information.
Requests for a Subscription Plan downgrade to a lower-level plan shall be sent by email to email@example.com. The Customer is entitled to downgrade to any lower Subscription Plan from a fee-paying plan. The Customer is not entitled to downgrade from a Subscription Plan to Trial Services. The request is effective as soon as Augeo has been able to process it. However, there will be no prorata temporis refund for the pre-paid partial period of Services. The request for a downgrade, to an inferior level of service in the Subscription Plan level can only be processed if the use of the Workspace is compliant with the stipulations of the new Subscription Plan.
The Customer expressly acknowledges and agrees that the downgrading of the Subscription Plan may result in loss of Content and/or access to certain features of the Services. Augeo can not be held responsible in any way whatsoever in the event of a loss of Content occurring and does not accept any liability for such loss.
In case the recurring credit card payment fails, the payment must reach Augeo in full within thirty (30) days of the issue date of the invoice or initial credit card charge. Penalty interest shall be payable according to law beyond that period. Augeo shall be entitled to charge a fee for any payment reminders and reserves the right to send reminder messages via e-mail to the Customer. The Customer shall be responsible for the reasonable costs incurred by Augeo of collecting overdue fees.
5.3 All subscription service fees/royalties are inclusive of all taxes, levies and duties and must be paid in full when placing the order; part payments or payment in installments are not accepted. In case the integral payment of all fees has not occurred eight (8) days after accepting the offer, the access to the Planzone platform will be interrupted. The Customer commits himself to make payment of invoices in Euros, including the payment of any applicable Value-Added Taxes
5.4 Late payment will result in automatic application of a default interest rate equal to three times the legal interest rate in effect on the date the payment is due, calculated on the amount of the invoice due to the day following the due date thereof until the date of payment. There will automatically be added to this amount a lump sum of 40 Euros for collection costs. Any delay in payment exceeding a period of thirty (30) days will result in the right, without prior notice, to suspend the Licensee access to the Workspace and Services. Any delay in payment exceeding a period of sixty (60) days will result in automatic termination without prior notice of this Agreement. Customer's and User's access to Workspace and Services, as well as contents will be permanently deleted, without Augeo being held liable in any capacity whatsoever, as a result of this deletion.
5.5 In the event of early termination of the Agreement by the Customer, the Customer shall not be entitled to a refund of any prepaid fees.
6.1 Access to the Services is licensed for usage, no transfer of ownership can occur. Augeo owns and retains all title and intellectual property rights associated with the technical solutions made available to Customers and Users. Such intellectual property rights and technical solutions may only be used by the Customer within the current terms and conditions of this Agreement. Under no circumstances shall the Customer or a Third Party acquire, on acceptance of this Agreement, the Intellectual Property Rights on the Services, software or technical solutions, trademark or names that shall remain the exclusive property of Augeo.
6.2 All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Licensee remains the sole property of the Licensee or its respective legal owner as well as retaining the sole liability for said Content. Augeo has no liability for such Content.
7. Customer Support
7.1 Augeo provides Licensee support and product information in connection with the use of the Services through the Planzone Forum (forum.planzone.com) included with the Services.
7.2 Augeo also provides Customer support by e-mail and telephone regarding Customers' enquiries. Such support is provided on Augeo weekdays (excluding French public holidays) during Augeo's regular office hours (from 9:00 am to 5:00 pm - Central European Time) and to the reasonable extent decided upon in detail by Augeo.
7.3 Enquiries and/or error notices must be submitted to Augeo by e-mail or telephone in accordance with contact information available at the Web Site.
9. Security Policy
9.1 Augeo has adopted reasonable measures to ensure that the security of the Services meet relevant industry standards. Augeo's security measures are set forth in the Security Policy as applicable from time to time, which is available at the Web Site.
9.2 Augeo is not responsible for loss or distortion of Content forwarded electronically in or through the Services.
9.3 The Licensee ensures that identities, passwords, and equivalent obtained by the Licensee in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by Third Parties. The Licensee shall be liable for any unauthorized use of the Services. Augeo has no liability for any loss or damage arising from the Licensee's failure to comply with these requirements.
9.4 Where it is suspected that any unauthorized person has become aware of a user login and password, the Licensee shall immediately inform Augeo thereof.
10. Limited Warranty
10.1 Augeo warrants to the Licensee that the Services will perform substantially and materially in accordance with its documentation available at the Web Site, under normal use and circumstances, and for the purpose intended. This warranty does not apply to Trial Services which are not covered by any warranty.
10.2 Except for the express warranties set forth above and to the extent permitted by law, Augeo expressly disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected.
11. Limitation of Liability
11.1 Augeo undertakes to the best of its ability to honour the Services inherent to the Contract and in accordance with the terms of this Agreement, the applicable regulations, rules and accepted general practices.
11.2 Augeo assumes no liability whatsoever to the Client for any damages and / or consequential damages such as and without limitation, any loss of opportunity, contract, sales, margins, production , customers, data, interruption of economic activity, any increase in operating costs or damage to the image of the Client.
11.3 Augeo shall in no event be liable for damage resulting from acts of third parties, such as specifically any hardware vendor or third party service provider (other than any of Augeo's own subcontractors).
11.4 In any event, if the liability of Augeo should be engaged hereunder for any reason whatsoever and on any grounds whatsoever, the damages and interest that Augeo would incur, all types of damages, will be limited to a amount equal to the amount paid by the Customer to use the Services during the twelve (12) months immediately preceding the alleged violation of the Agreement.
11.5 The Customer acknowledges that this limitation of liability is unbiased and was negotiated in good faith between the Parties taking into account other agreements granted by Augeo in Contracts and particularly all commitments which Augeo has with regard to the Customer.
11.6 The Customer and its insurers waive any application for appeal or request for any recourse against Augeo and its own insurers beyond the limits detailed above.
11.7 The limitation of liability applies to the fullest extent permitted by applicable rules of public order.
12. Force Majeure
12.1 Neither Party shall be liable for non-performance or poor performance of one or more of its contractual obligations due to a force majeureevent.
12.2 The Party affected by a force majeureevent shall notify the other Party by registered mail with acknowledgment of receipt on manifestation of the force majeure event. Unless otherwise decided by the Parties, the obligations of each Party shall be suspended as of the notification.
12.3 If the force majeure continues for more than a month after such notice, each Party shall be free to terminate the Agreement by sending to the other Party a registered letter with acknowledgment of receipt.
13.1 Augeo undertakes not to disclose to any Third Party, or otherwise make available, information received by Augeo from the Licensee within the framework of the Agreement. This confidentiality obligation does not apply to such information as Augeo can demonstrate became known to Augeo other than pursuant to this Agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or legal obligations. The duty of confidentiality shall remain in force notwithstanding the termination of the Agreement during two (2) years as from the termination of the Agreement.
13.2 Augeo is entitled to review and remove Content which is publicly posted through the Services' publication features such as project template. Augeo also reserves the right to analyze usage patterns in an aggregated form.
13.3 The Licensee accepts that some Content of the Customer's Workspace, like its name, its logo and its URL can be displayed on a public page called "public page", "profile page" or "directory page". The ability to turn this page off is reserved to Licensees with a fee-paying Subscription Plan.
13.4 Except for Content mentioned above, Augeo is not entitled to review Content processed by the Licensee via the Services.
14.1 Augeo reserves the right to amend the terms and conditions of this Agreement including, but not limited to, the fees charged by Augeo to the Customer from time to time. The Customer will be informed of such amendments by e-mail or through the information being made available at the Web Site. The Customer is entitled, within thirty (30) calendar days from the date of dispatch of the e-mail or, where appropriate, thirty (30) calendar days from the amendment being published at the Web Site, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the aforementioned time, the Customer shall be deemed to have accepted the new terms and conditions.
15. Terms of Agreement and Termination
15.1 This Agreement shall enter into force upon acceptance by the Licensee of these terms and conditions for a fixed term of one (1) year. The absence of termination by registered letter with acknowledgment of receipt, subject to compliance with a notice of one (1) month before the expiry of this Agreement shall be automatically extended for firm contractual period of one (1) year.
15.2 Upon termination of the Agreement, Augeo is no longer responsible for storing the Content generated by the Licensee within the scope of the Services. Accordingly, the Licensee must ensure that it possesses the necessary back-up copies of the Content that it wants to retain.
15.3 Upon termination of the Agreement, Augeo shall be expressly authorized by the Licensees to permanently delete and destroy all Content within the scope of the Service.
15.4 For Trial Services, Augeo shall reserve the right, in its sole discretion, for any reason, including the lack of use, to terminate the account and to delete and destroy any Content within the Service. Such termination of Service will be notified by email at least one (1) month before.
15.5 Sections 11 and 13 shall survive any termination of this Agreement.
16.1 Augeo shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement with the Licensee to a company within the same de jure or de facto group of companies as Augeo without the Customer's prior consent.
16.2 Save for the provisions of section 4.4, the Licensee shall not be entitled to assign its rights or obligations under this Agreement without Augeo's prior written consent. Where the Licensee assigns its rights and obligations under this Agreement and the new party fails to perform its obligations, the Licensee shall bear primary liability for the performance of such obligations.
17. General Provisions
17.1 This Agreement has been prepared in the French language and the same shall be controlling in all respects. Any non-French versions of this Agreement are provided solely for accommodation purposes.
17.2 If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision.
18. Governing Law
18.1 This Agreement and the ensuing relationship between Augeo and the Licensee is governed by, and shall be construed in accordance with the laws of France.
18.2 In the event of any dispute relating to this Agreement, the parties agree to initially make a full and good faith attempt to resolve such dispute by negotiation at an executive level, to the extent reasonable under the circumstances, prior to commencing court proceedings.
18.3 All disputes relating to this Agreement shall be adjudicated in Paris, France, with the Tribunal de Commerce as the court of first instance.