Terms of Service
Last modified: 26 September 2017
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
By using the online service just plan it (collectively, "the Service"), provided by NETRONIC Software GmbH (collectively, "NETRONIC," "we" or "us") you agree to be bound by the following Terms of Service. The Terms of Service may be updated by us from time to time without notice. You can review the most current version of the Terms of Service at any time at: https://www.just-plan-it.com/terms/
"Agreement": these Terms of Service (as amended from time to time), the terms appearing on the website and any other terms regarding the Service that the Customer may agree to when prompted to by NETRONIC.
"Content": the information, functionality, technical resources, NETRONIC’s time and attention and Service provided by us.
"Customer": any person or legal entity subscribed to the Service.
"End User": any natural person or computer that the Customer permits or causes to have access to the Service. End Users are separated into:
- "Planner": End User that is allowed to edit data in the application.
- "Viewer": End User that is allowed to view the application but cannot edit data.
"Intellectual Property": all existing and future trademarks, service marks, domain names and business names, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and Know-how), copyrights, moral rights and all other assets and benefits commonly regarded as intellectual property, whether registered or not.
"Maximum Tasks": means the maximum number of Tasks you are permitted to use with the Service as identified in your Order Form, plus any Tasks added as part of an upgrade.
“Order Form” or “Order” means the NETRONIC-approved offline or online form by which you agree to subscribe to the Service, or confirm a change of the Scope of Service. Most Orders are completed through an online ordering and payment process.
“Task”: a task is defined as a certain operation of a job, that has an own planned duration and that is assigned to a given resource. A task is visualized as an own bar in the Gantt chart.
"Party": the Customer and NETRONIC.
“Plant”: A Plant is defined as various resources that are bundled in resource groups and that are planned and monitored as one unit. Typically a Plant is a certain factory or production location. This agreement always refers to one Plant.
"Registration Data": the information provided by the Customer when subscribing to the Service, requesting a change of their Scope of Service or filling in forms via the Service, including the Customer's full name or business name, registration/Provider/file/business or personal identification number (or equivalent), name of plant, address, email address, phone number and such other information as NETRONIC reasonably may request from the Customer.
"Service": the visual production scheduling Software, provided "as a service" (SaaS) through this website, the availability of Content and customer support.
"Scope of Service": the level of Content purchased hereunder. Content is provided under different packages, each package designating a particular Scope of Service. Different prices are charged for different Scopes of Service.
"Software": the business software applications included in the Service with features as described on this website, including such modifications and replacements thereof as NETRONIC in their sole discretion may from time to time provide. “Subscription Fee” means the amount you pay for the Service.
“Subscription Term” means the initial and all renewal Subscription Terms as specified in the Order Form.
"User Account": a Provider-hosted or -administered account provided to the Customer through the Service for the purpose of enabling such Customer to use the Service.
2. Terms & Renewal
a) Effective date. This Agreement shall be effective between the Parties as of the moment specified in the Order Form. The Agreement is entered into for the duration of the Subscription Term and may be cancelled by either Party as provided herein.
b) Right to use Software. Relying on the Customer's Registration Data and subject to the terms set forth herein, NETRONIC grants to the Customer, and the latter accepts, a limited, non-exclusive and non-transferable right to use the Software and Content included in the Customer's Scope of Service. This right is granted to the Customer as long as this Agreement is in force between the Parties. The Customer acknowledges that they have no right to have access to the Software outside the Agreement.
c) Sub-licensing. With respect to assignment and sub-licensing, the Parties have agreed that (i) the Customer has no right to sub-license or assign the benefit or burden of this Agreement (in whole or in part) and shall not allow the Software or any other part of the Service to become the subject of any charge, lien or encumbrance without the prior explicit consent of NETRONIC; (ii) NETRONIC may sub-license, assign, charge and otherwise dispose of its rights and obligations hereunder, provided it gives the Customer reasonable notice thereof.
d) Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the Term specified in the Order Form. NETRONIC has to receice the written notice not later than 10 days before the end of the Subscription Term for a cancellation of a monthly subscription and not later than 30 days before the end of the Subscription Term for a cancellation of a yearly subscription. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided in your Order Form or, if not specified in the Order Form, on our standard pricing available on our pricing page. Should you decide not to renew, you may send the notice of non-renewal by email to firstname.lastname@example.org.
a) Access. As long as the Agreement is effective, NETRONIC will provide Customer access to use the Service as described in this Agreement. In case of outstanding payments, NETRONIC will immediately, and without any warning, cancel the access to the Service until the payments are made. Days, in which we cancel the access, will not be credited to the Subscription Term.
b) Limit. The limits that apply to Customer will be specified in the Customer’s Order Form.
c) Modifications. NETRONIC does not have any obligation to enhance, modify or replace any part of the Service or to continue developing or releasing new versions thereof. Nevertheless, NETRONIC aims at modifying the Service from time to time, including by adding or deleting features and functions, in an effort to improve the Customer’s experience. NETRONIC will not make changes to the Service that materially reduce the functionality of the Service provided during the Term of the Agreement.
d) Support & Service level. NETRONIC is committed to providing good customer service, and aims to answer most support issues within one business day. However, NETRONIC makes no guarantee on time when support is provided.
e) Acknowledgements. The Customer acknowledges that (i) the Service has not been designed to meet their individual requirements; (ii) the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors; (iii) the Service is not fault-tolerant and has not been designed for use in inherently dangerous activities, such as (for example) the operation of "major sources of danger", traffic control or life support systems, handling hazardous substances and other activities where the failure of the Service could lead to death, personal injury or environmental damage. The Service (including all Software and Content) is provided on an "as is" and "as available" basis.
4. Fees and Payments
a) Subscription Fees. The Customer acknowledges that by subscribing to a Scope of Service they agree to such fees. The Subscription Fee will remain fixed during the Subscription Term unless the Customer (i) exceeds the Maximum Tasks or (ii) upgrades the Scope of Service.
b) Billing cycle and payments. Payment for the Service is due in advance by the first day of each billing cycle, and shall be made by bank transfer, credit card or Paypal. The Customer acknowledges that an outstanding payment results in the suspension of the Service and cancellation of the Agreement. All Customer Content and data will be deleted after 30 days of suspension.
c) Fee adjustments. If Customer exceeds the Maximum Tasks, then the respective Subcription Fee will be automatically increased at the beginning of the next billing cycle. This process will continue for each billing cycle during the Subscription Term. Once increased, the Subscription Fee will not decrease, even if there is a subsequent reduction in the number of Operations.
d) Refunds. Should the Customer unsubscribe from a Scope of Service or the Customer's Scope of Service be modified or the Agreement be terminated prior to the end of the then-current billing cycle, no refund will be given to the Customer for any payment relating to that billing cycle. Prepayments for future billing cycles are non-refundable.
e) Sales tax. All fees and rates are exclusive of value added tax, sales tax and other public burdens. The Customer shall be solely responsible for all taxes and other burdens that may be levied on the Customer's purchase or use of the Service.
5. Customers’ Responsibilities
a) Data conformity. All Registration Data provided by the Customer must be true, accurate and up-to-date and the Customer undertakes to promptly correct any Registration Data that becomes outdated or incorrect. NETRONIC is entitled but not obliged to verify the Customer's Registration Data and may rely on this data without any verification. If you provide any information that is untrue, inaccurate, not current or incomplete, NETRONIC has the right to suspend or terminate your account and all current or future use of the Service (or any portion of thereof).
b) Data right ownership. With respect to the information (including all text, images, audiovisual material and other content) that the Customer creates, uploads, transmits or stores via the Service, the Customer represents and warrants to NETRONIC, and for the benefit of NETRONIC, that the Customer has the right to upload, transmit and store the same.
c) Data sanity. The Customer shall not, and shall cause the End Users not to, use the Service for sending unsolicited communications or for uploading, transmitting, delivering, running or storing harmful code, malware or illegal content.
d) Data removal. Any Customer content that conflicts with the provisions of this Agreement may be removed, disabled and/or destroyed by NETRONIC at their sole discretion without any warning or notice.
6. Customer Account & Data Privacy
a) Representative’s undertaking. Each person subscribing the Customer to the Service or otherwise representing the Customer upon the latter's entry into the Agreement personally warrants to NETRONIC that s/he has the authority to act on the Customer's behalf and that the Agreement is binding upon the Customer.
Each such representative hereby personally undertakes to NETRONIC, and the latter agrees, that if this Agreement proves to be void due to the representative's lack or excess of authority or if it emerges that the representative has concluded the Agreement on behalf of a non-existent Customer then such representative shall be deemed to have entered into the Agreement on his/her own behalf and the Agreement shall be effective (ab initio) between NETRONIC and the aforesaid representative.
c) User account. You will receive a password and account designation upon completing the Service’s registration process. With respect to the Customer's username and password, the Parties have agreed that the Customer shall be responsible for (i) maintaining the confidentiality of their username and password, (ii) any and all actions by persons that the Customer gives access to or that otherwise use such username or password, and (iii) any and all consequences of use or misuse of such username or password. NETRONIC is not responsible for any loss, damage or other consequences that may result from any unauthorised use of the Customer's User Account, username or password.
7. NETRONIC’s Proprietary Rights
This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and consulting services are protected by Intellectual Property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the HubSpot Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.
8. Customer’s Proprietary Rights
As between the Parties, you own and retain all rights to the Customer materials and Customer data. This Agreement does not grant us any ownership rights to Customer materials or Customer data. You grant permission to us and our licensors to use the Customer materials and Customer data only as necessary to provide the Subscription Service and consulting services to you and as permitted by this Agreement
You grant us the right to add your name and company logo to our customer list and website.
10. Use and Limitations of Use
a) Prohibited and unauthorized use. You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
b) Notification duty. You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account.
11. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, NETRONIC CONTENT, OR CONSULTING SERVICES FOR ANY PURPOSE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION AT ANY KIND. NETRONIC DOES ALSO NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICE WILL MEET THE CUSTOMER'S OR THE END USERS' REQUIREMENTS OR EXPECTATIONS, AND THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THE AGREEMENT RELYING ON THE ABOVE DISCLAIMERS AND THAT THE AFORESAID DISCLAIMERS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
12. Limitation of liability
NETRONIC SHALL NOT BE LIABLE TO THE CUSTOMER, ANY END USER OR ANY PERSON CLAIMING UNDER OR THROUGH THE CUSTOMER OR AN END USER FOR ANY LOSS, DAMAGE, EXPENSES OR OTHER CONSEQUENCES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, THE PROPERTIES OF THE SERVICE, THE NEED TO PROCURE OR THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES FOR THE SERVICE OR FOR ANY ITEM, SERVICE OR OTHER BENEFIT RECEIVED, OWNED, POSSESSED OR OTHERWISE ENJOYED THROUGH THE SERVICE, ANY MESSAGE OR OTHER COMMUNICATION RECEIVED OR TRANSACTION ENTERED INTO THROUGH OR FROM THE SERVICE, UNAUTHORISED ACCESS TO OR ALTERATION OF THE CUSTOMER'S OR ANY END USER'S TRANSMISSIONS OR DATA, THE STATEMENTS OR CONDUCT OF ANY PERSON HAVING ACCESS TO THE SERVICE, ANY OTHER MATTER RELATING TO THE SERVICE;
REGARDLESS OF WHETHER THE SAME ARE SUFFERED DIRECTLY OR INDIRECTLY OR ARE IMMEDIATE OR CONSEQUENTIAL, AND WHETHER THE SAME ARISE IN CONTRACT, TORT OR OTHERWISE;
PROVIDED, HOWEVER, THAT THIS CLAUSE SHALL NOT PREVENT CLAIMS FOR DIRECT FINANCIAL LOSS SUFFERED BY THE CUSTOMER DUE TO NETRONIC'S INTENTIONAL OR GROSSLY NEGLIGENT BREACH OF THIS AGREEMENT, AND THAT THE TOTAL LIABILITY OF NETRONIC, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL IN NO CIRCUMSTANCES EXCEED A SUM EQUAL TO THE AMOUNT THAT THE CUSTOMER HAS PAID TO NETRONIC DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THAT MONTH IN WHICH THE BREACH OCCURRED.
ANY CLAIM THAT THE CUSTOMER MAY HAVE UNDER THE AGREEMENT OR IN CONNECTION HEREWITH MUST BE FILED AND DULY SENT TO NETRONIC WITHIN ONE MONTH AFTER SUCH CLAIM AROSE, OR SHALL BE FOREVER BARRED.
The Customer will defend, or at its option settle (with no harm or cost to NETRONIC), any third party lawsuit or other proceeding brought against NETRONIC based upon or otherwise arising out of the Customer's or any End User's use of the Service, content, misuse of personal data, or infringement of Intellectual Property.
a) Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
b) Suspension for Prohibited Acts. We may suspend any User’s access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, federal, or foreign laws or regulations or the terms of this Agreement, or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
c) Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service without any notice in case of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
d) Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and NETRONIC Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
e) Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the portal, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
a) Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the ‘Fees and Payments’ section above). If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at http://www.just-plan-it.com/terms and we will let you know accordingly. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
b) Assignment. Customer shall not assign any rights or duties as stipulated in this Agreement to third parties without having obtained prior written consent of NETRONIC.
c) Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
d) Governing law. This Agreement and all disputes with regard to this Agreement shall be governed by German Laws without reference to its international private laws and without reference to the UN Conventions on the International Sales of Goods (CISG).
e) Place of jusrisdiction. Place of jurisdiction for all disputes with regard to this Agreement shall be Aachen (Germany), if copyright law is involved, Cologne (Germany).