General Terms and Conditions (AGB) for the Use of Planerio Software

1. Scope of Application

These general terms of use (hereinafter “Terms and Conditions) apply to all contracts concluded between Planerio GmbH (hereinafter “Planerio” or “we“) and the respective contractual partner (hereinafter “Customer” or “you“) regarding the use of the software for shift planning, time tracking, payroll preparation, personnel data management, workforce management, etc. (hereinafter “Software“) offered by us at planerio.de, planerio.at, planerio.ch, and planer.io, as well as other Planerio websites (hereinafter “Website“). The Terms and Conditions must be observed by the Customer as well as by all natural persons who are provided with a user account for the Software on the basis of these Terms and Conditions. By using the Software, you agree to the applicability of these Terms and Conditions unless expressly agreed otherwise in writing.

Please note: This English version of our Terms and Conditions (AGB) is provided for convenience only. Only the German version at planerio.de/agb is legally binding.
The Terms and Conditions do not govern your relationship with the employees affected by shift planning, time tracking, payroll preparation, personnel data management, or workforce management (hereinafter “Employees“), or the relationship of the Employees among themselves.
Your own Terms and Conditions do not apply, even if Planerio does not expressly object to their inclusion.
The contract language is German.
Planerio offers the use of the Software exclusively to businesses (Unternehmer within the meaning of Section 14 of the German Civil Code, Bürgerliches Gesetzbuch – BGB). You are acting as a business if you use the Software for a purpose that can be attributed to your commercial or independent professional activity.
The current version of these Terms and Conditions can be viewed, saved, and printed at any time at planerio.de/agb (German, legally binding version).

2. The Software

Via our Website, we offer you access to web-based software for shift planning, time tracking, payroll preparation, personnel data management, and workforce management within the framework of a Software-as-a-Service model (SaaS). The Software is made available to you via the internet and creates a shift schedule based on the employee data you enter and the rules you specify, and makes this schedule available online on the Website. Details of the functional scope are provided in the program description on the Website. In addition – depending on the services you have booked – Planerio provides independent, supplementary services in connection with the use of the Software (hereinafter “Additional Services“), which expand the scope of services of the Software without being limited to specific technologies or individual services. Additional Services are independent services and are typically provided only in connection with the use of the Software and, unless otherwise agreed in individual cases, are not included in the scope of services of the Software and are only provided on the basis of a separate agreement.
Planerio may use data analysis and artificial intelligence procedures, e.g., large language models (“AI features“), to provide certain functions of the Software, in particular for automated shift planning, for the evaluation of shift schedule and personnel data, and for the provision of notes and explanations.
Planerio does not provide internet access or other technical services required for the use of the Software.
Planerio is entitled to further develop, adapt, or replace the Software, including the AI features, during the contract term to an extent that is reasonable for you. This includes, in particular, changes to the models or providers used, the introduction of additional AI features, and the discontinuation of individual AI features, provided that the overall agreed scope of services is not substantially restricted as a result.
Planerio may have the operation of the Software carried out in whole or in part by subcontractors at any time. Commissioned subcontractors are contractually bound by Planerio’s data protection provisions and are obligated to maintain confidentiality.

3. Beta and Test Features

Planerio may temporarily make available to you features of the Software, including AI features, as beta, preview, or test versions (“Beta Features“). Beta Features are identified as such.
Unless otherwise agreed between the parties in individual cases, Beta Features are provided free of charge or without separate charge within the framework of existing licenses and may be changed or discontinued at any time.
For Beta Features, Planerio makes no commitment regarding specific availability, performance characteristics, or freedom from errors. Use for production-critical purposes is at the Customer’s own risk.

4. Registration, Conclusion of a Usage Agreement

The use of the Software requires registration on the Website. Registration requires mandatory information that is requested during registration (hereinafter “Contract Data“). You warrant that the Contract Data is complete and accurate and that you do not provide data of third parties. You will notify Planerio of changes to the Contract Data without undue delay (unverzüglich).
Unless a contract relating to these Terms and Conditions regarding the use of the Software (hereinafter “Usage Agreement“) has already been concluded by signing a separate agreement (hereinafter “written agreement“) or otherwise by accepting a corresponding offer, the following applies:
1. Upon completion of the registration process, you submit a binding offer to conclude a Usage Agreement (hereinafter “Contract Offer“). Before this, we will display the Contract Data in a confirmation window. You can correct the information using a change button. The Contract Offer is binding on you for a period of five business days. Within this period, Planerio reserves the right to accept or reject your Contract Offer. There is no entitlement to the conclusion of the Usage Agreement.
2. After completion of the registration process, the user receives an email confirming receipt of their data (hereinafter “Confirmation“). Upon receipt of the Confirmation, no Usage Agreement is yet concluded between Planerio and you. Only when Planerio declares acceptance of the contract in a further email (hereinafter “Contract Acceptance“) is the Usage Agreement concluded. You can view your Contract Data at any time in the internal area of the Website under the “Settings” section. The Confirmation and Contract Acceptance are stored by Planerio but are not viewable again on the Website.
3. Registration is only possible for natural persons with full legal capacity, legal entities, and partnerships. Registration of a legal entity or partnership may only be carried out by a natural person with power of representation, who must be named.

5. User Account, Access Credentials

After registration, Planerio creates one or more user accounts for one or more administrators designated by you (hereinafter “Administrator“). The Administrator receives personal login credentials. The password assigned to them 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 credentials.
Planerio offers to fully configure the user account based on your information, i.e., to record your Employees and employee data and to implement the rules you have selected for shift planning (hereinafter “Planning Rules“).
The personal login credentials may only be used by you or the Employees whom you have notified to us as authorized to access the user account. You ensure – if necessary through instructions or agreements – that
1. passwords are selected that are difficult to decrypt;
2. the login credentials and passwords are kept secret and stored separately from documents and information that identify them as login credentials or passwords for your user account;
3. passwords are changed regularly; and
4. passwords are changed without undue delay by you, your Employees, or Planerio if you or your Employees become aware of misuse or merely suspect or fear such misuse.
You are liable for all damages caused by third-party use for which you are responsible.
If you violate the duty of care specified in Section 5.3 to a significant extent, Planerio is entitled to (temporarily) block your access to the user account. We will inform you of this by email.

6. Term, Termination, and Suspension

The term of the contract and the right of termination depend on the content of the written agreement or your choice during registration (hereinafter “Contract Term“).
Indefinite contracts – unless otherwise agreed – may be terminated by either party on a monthly basis; fixed-term contracts – unless otherwise agreed – may be terminated by either party with one month’s notice to the end of the Contract Term without stating reasons. If the parties do not exercise their right to terminate fixed-term contracts, the contract is automatically extended for an indefinite period with the possibility of monthly termination.
For indefinite contracts, termination must be in text form (Textform within the meaning of Section 126b BGB, e.g. email). You may declare termination in particular by email to [email protected].
Both parties have the right to terminate without notice for good cause. For Planerio, good cause exists in particular if
1. you fail to meet a not insignificant payment obligation in whole or in part despite a reminder;
2. you violate Planerio’s rules of conduct or otherwise violate essential provisions of the Usage Agreement or these Terms and Conditions and fail to remedy the situation despite a reminder. A reminder is not required if it promises no success or if the violation is so serious that it is unreasonable for Planerio to continue with the Usage Agreement. 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 Software not being permitted to be offered or no longer being permitted to be offered in its previous form; or
4. Planerio discontinues the offering of the Software or its business activities.

Statutory rights of rescission (Rücktritt) remain unaffected by the above termination rights.

7. Usage Fees, Purchase Prices, Expansion of Usage Scope, Price Adjustments

Planerio charges a usage fee for the use of the Software. For the onboarding support, training, support and service services, hardware to be delivered, etc., to be carried out as part of Additional Services, the purchase price stated in the written agreement or on the Website (hereinafter “Purchase Price“) must be paid.
The amount of the usage fee or the Purchase Price depends on the type and scope of the services specified in the written agreement or selected by you during registration (hereinafter “Scope of Services“).
The user numbers stated in the offer or contract are contractually agreed minimum purchase quantities. Falling below these numbers does not affect the payment obligation; the usage fees or purchase prices must be paid in full for the agreed minimum purchase quantities. An additional fee based on the applicable module price is due for users beyond this.
You may expand the Scope of Services you have selected as follows (hereinafter “Expansion“) or restrict it (“Restriction“):
1. An Expansion is possible at any time during the Contract Term. Upon receipt of confirmation of an Expansion, a new Usage Agreement with a new Contract Term is concluded. The change in the scope of use takes place no later than the following business day. Usage fees already paid are credited proportionately to the usage fees to be paid after the Expansion.
2. A Restriction of the scope of use is only possible at the end of the agreed Contract Term or the next termination date.
All usage fees and prices on the Website are, unless otherwise stated in individual cases, gross prices, including the applicable statutory value-added tax. If you have purchased or rented hardware as part of Additional Services, shipping costs will be charged to you in addition.
As part of setting up the Planerio Software to your needs (“Onboarding“), there is the option of booking active support from Planerio experts. Cancellation of a planned onboarding or support appointment is only considered timely if it is made at least 24 hours before the agreed appointment by email to the Planerio expert. If the cancellation is not made in time or not at all, we reserve the right to count the appointment as onboarding hours provided or, if applicable, to charge for it additionally. The handover from the Onboarding Team to the Customer Success Team for further ongoing support and thus the formal completion of onboarding takes place as soon as all services provided for and agreed in the onboarding process have been rendered. Upon completion of onboarding, any claim to any remaining unused onboarding hours expires and these are forfeited.
Planerio reserves the right to adjust the usage fees (hereinafter “Prices“) for indefinite contracts after the expiry of one contract year in accordance with cost changes that have occurred after this time. In this case, Planerio is entitled to make price increases of 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 in writing of a corresponding change in prices at least six weeks in advance (e.g., on your regular invoices). You are entitled to terminate the contract extraordinarily within four weeks of notification of a price adjustment for the time the price adjustment takes effect. If you do not exercise this right, the contract will continue at the changed prices.
Planerio reserves the right to adjust the Prices for fixed-term contracts as soon as they are automatically extended due to lack of termination in accordance with Section 6.2 of these Terms and Conditions or in accordance with the provisions of the separate written agreement. In this case, Planerio is entitled to make price increases after the expiry of the fixed Contract Term in accordance with 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 the expiry of the fixed Contract Term, Planerio takes 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 elapsed fixed Contract Term, with the exception of the first contract year, as well as the beginning extended contract year. In the event of a price adjustment, Planerio will notify you in writing of a corresponding change in prices at least six weeks in advance (e.g., on your regular invoices). You are entitled to terminate the contract extraordinarily within four weeks of notification of a price adjustment for the time the price adjustment takes effect. If you do not exercise this right, the contract will continue at the changed prices.

8. Delivery Terms and Reservation of Advance Payment

We are entitled to partial deliveries to a reasonable extent.
The delivery period is approximately five business days, unless otherwise agreed. It begins – subject to the provision in Section 8.3 – upon conclusion of the contract.
If you have your place of residence or business abroad or if there are justified indications of a risk of payment default, we reserve the right to deliver only after receipt of the Purchase Price plus shipping costs (advance payment reservation). If we make use of the advance payment reservation, we will inform you without undue delay. In this case, the delivery period begins upon payment of the Purchase Price and shipping costs.

9. Payment Terms

The usage fees are to be paid by you in advance. For a contract with a minimum term, the usage fee becomes due upon conclusion of the Usage Agreement; for a contract with an indefinite term, it becomes due monthly on the 1st of each new month of use and is invoiced by Planerio. The Purchase Price and shipping costs are to be paid no later than two weeks after receipt of our invoice.
The following payment methods are available to you for payment of the usage fees and the Purchase Price: bank transfer, SEPA direct debit. Planerio is free to offer additional payment options.
If you are in default of payment, Planerio is entitled to claim default interest at a rate of 9 percentage points above the base rate of interest (Basiszinssatz, Section 247 BGB). Planerio reserves the right to prove and claim higher damages.
You may only offset against Planerio’s payment claim with claims that are undisputed by Planerio or have been established against Planerio by a final and binding court decision (rechtskräftig festgestellt). You may only exercise a right of retention if your counterclaim is based on the same contractual relationship.
If you fail to meet your payment obligation or if amounts paid are reversed or charged back, Planerio is entitled, subject to further claims, to block access to your user account. If the blocking or suspension occurs due to outstanding payment claims and these are settled, access will be unblocked again.
For fixed-term contracts, Planerio is entitled to change the usage fees for the next Contract Term. Planerio will inform you of this no later than six weeks before the change takes effect. If you do not agree with the change, you may terminate the Usage Agreement up to two weeks before the price change takes effect, with effect from the time the change takes effect. If termination does not occur, your consent to the price change is deemed to have been given.

10. Grant of Rights

The Website and its components, in particular the Software, are the intellectual property of Planerio. Planerio grants you the non-exclusive, non-transferable, and non-sublicensable right to use the Software via the Website in accordance with the Usage Agreement for the duration of the Usage Agreement (SaaS). Use in accordance with the contract includes, in particular, loading, displaying, and running the Software.
You undertake not to use the Website and Software abusively. In particular, you are prohibited from
1. reproducing, copying, translating, editing, decompiling, or otherwise reworking the Software or its components in whole or in part, unless expressly provided for by the Usage Agreement or permitted under Sections 69d(2) and (3) and 69e of the German Copyright Act (Urheberrechtsgesetz – UrhG);
2. transferring, selling, assigning, sublicensing, renting, making available to third parties for a fee or free of charge, further distributing, publishing, sharing with third parties, or using your right to use the Software for any commercial purposes beyond the purpose of the contract;
3. blocking, overwriting, or changing Planerio’s content;
4. using the Software using a system or program that impairs the security, integrity, and/or availability of the systems and software used by Planerio or otherwise disrupts the proper and smooth functioning of the Website or gaining unauthorized access to the Website.
You ensure through appropriate instructions and agreements that the obligations pursuant to Section 10.2 are observed by the Administrator and the Employees and are responsible to Planerio for abusive behavior by the Administrator and the Employees.
In the event of abusive use within the meaning of Section 10.2, Planerio is entitled, notwithstanding the right to extraordinary termination pursuant to Section 6.4, to (temporarily) block your access or the access of the Administrator or individual Employees to the user account. If access to the user account is blocked, you are not permitted to gain access to the Website in any other way with a new or another user account.

11. Processing of Personal Data of Employees

You warrant that the Administrator and your Employees have consented to the collection, processing, or use of their personal data to the extent required for the use of the Software and in accordance with the applicable data protection provisions.
You indemnify Planerio against all claims asserted by the Administrator, the Employees, or third parties against Planerio due to unauthorized use of their personal data. You compensate Planerio for any damage incurred by Planerio due to the abusive use of personal data, including any costs of legal defense. You support Planerio in legal defense.
Planerio may anonymize the personal data and process and use it in anonymized form for its own purposes.
Planerio is generally willing to conclude a data processing agreement (DPA; Auftragsverarbeitungsvertrag, Article 28 GDPR) under German law. The DPA takes precedence over the Terms and Conditions for the cases regulated therein in the event of ambiguities.

12. Warranty

Planerio provides you with the Software exclusively as an aid for creating shift schedules. The use of this aid does not release you from the obligation of independent and careful shift planning. You ensure and are solely responsible for ensuring that you use the Software to create a shift schedule that complies with 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 correct and enable legally compliant shift planning. The outputs provided by the AI features (e.g., text summaries, explanations, suggestions, data) serve exclusively as support and do not replace independent review and decision-making.
If you have commissioned Planerio to record and evaluate the working hours of your Employees, it is your sole responsibility to check the data provided to you by Planerio for accuracy and completeness before further use.
Planerio assumes no warranty for the functionality of your internet access or other third-party services (e.g., mobile services) required for the use of the services.
Maintenance work, upgrades or updates, errors or bugs, as well as other causes or circumstances may lead to interruptions or errors in the operation of the platform. Planerio will eliminate technical disruptions without undue delay within the scope of technical possibilities.
You indemnify Planerio against all claims asserted by third parties against Planerio due to a violation of Section 12.1. You compensate Planerio for any damage arising from such a violation, including any costs of legal defense. You support Planerio in legal defense.

13. Liability

Planerio is liable for damages without limitation to the extent that the cause of the damage is based on an intentional or grossly negligent breach of duty by Planerio, a legal representative, or vicarious agent. For negligent conduct, Planerio is only liable in the event of a breach of an obligation whose fulfillment is essential for achieving the purpose of the Usage Agreement and on whose compliance the contractual partner may regularly rely (cardinal obligation), to the extent that Planerio had to typically expect the damages caused according to the circumstances known at the time of conclusion of the contract. Otherwise, Planerio’s liability – including for vicarious agents – is excluded. To the extent that Planerio is liable for simple negligence, Planerio’s liability is limited to €10,000 per claim. For the avoidance of doubt, the above liability provisions also apply to damages arising in connection with the use of AI features provided by the Software. To the extent that the AI features provide evaluations, notes, or suggestions, you are responsible for reviewing and using this content.
The limitation of liability pursuant to Section 13.1 does 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.
Any statutory liability privileges in our favor remain unaffected.

14. Force Majeure

If events or circumstances beyond Planerio’s control (force majeure) make the operation of the Website impossible, Planerio is released from the obligation to perform. Usage fees already paid will be refunded to you. Cases of force majeure include, in particular, the interruption or failure of the internet or other networks, telecommunications connections, power supply, or infrastructure, as well as of providers or suppliers.

15. Customer Hotline

You can reach us via our customer hotline Monday to Friday between 9:00 AM and 5:00 PM – except on national public holidays – at +49 (0) 89 69319980.

Planerio will send you the information required for the performance of the Usage Agreement to the email address provided during registration. This includes, in particular, security information, notices of changes to the terms and conditions, and information about new or changed features.
You will only receive communications about marketing activities of Planerio and its partners (hereinafter “Newsletter“) if you have agreed to receive the Newsletter. You can stop receiving the Newsletter at any time by clicking on the “Unsubscribe from Newsletter” field in the Newsletter. In this case, your email address will be deleted from the Newsletter distribution list or the absence of consent will be noted in the customer area.

17. Data Protection

Planerio collects and stores the data necessary for business processing. When processing personal data, Planerio observes the statutory provisions. Please also refer to our separate privacy policy at https://planerio.com/privacy-policy/.

18. Amendments

Planerio is entitled at any time to make changes to the Terms and Conditions provided that essential provisions of the contractual relationship (in particular type and scope, term, termination) are not affected. The amended terms will be communicated to you in text form at least four weeks before they take effect. The changes are deemed approved if you do not object within two weeks of receipt of the notification. If the right of objection is exercised, the changes will not become part of the contract and the contract will continue unchanged. The right of termination remains unaffected.

19. Miscellaneous

The law of the Federal Republic of Germany applies to the Terms and Conditions and the contractual relationship between you and Planerio. The conflict-of-laws rules of German private international law and the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.
Amendments and supplements to these Terms and Conditions must be in text form. This also applies to the cancellation or amendment of this text form clause. There are no oral side agreements.
Should individual provisions of these Terms and Conditions be invalid, this does not affect the validity of the remaining provisions. The parties will replace an invalid provision with a valid one that comes as close as possible to the economic purpose of the invalid provision. This also applies if these Terms and Conditions contain an omission (Regelungslücke).
If you are a merchant (Kaufmann) within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB), Munich is agreed as the exclusive place of jurisdiction for all disputes arising between you and us.
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.

20. Provider Information

Our contact information is:

Planerio GmbH
Oberanger 32
80331 Munich

Commercial Register Number: HRB 224613
Commercial Register Court: Munich

Contact:
Phone: +49 89 693 19980
Email: [email protected]