Terms of Service

Our Terms of Service.

1. Scope and Subject of Contract

1.1

These contract terms shall apply for the use of the software of SmartMuse, De Gildekamp 2217, 6545KH Nijmegen, The Netherlands (“SmartMuse”), offered on the website ‘www.plannify.online’ (“Website”).

1.2

The software is operated by SmartMuse as web-based SaaS, respectively as Cloud solution.This allows you to use the software stored and operating on SmartMuse servers,respectively on servers of a third-party commissioned by SmartMuse, via an internet connection during the term of this contract for your own purposes and to store and process your data with the aid of the software.

1.3

These contract terms shall apply to consumers pursuant to the Dutch Civil Code. A consumer is every natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession. Insofar as expressly indicated (e.g. by bold type), individual provisions of these contract terms shall not or only in modified form apply for consumers; the application of these contract terms in all other regardsfor consumers shall remain unaffected. SmartMuse does not offer its services directly to persons under the age of 16 (children). We assume children will use our software only upon consent and under supervision of the holder of parental responsibility.

1.4

These contract terms shall apply exclusively. Your contract terms shall not apply. Counter confirmation from you with reference to your own terms of business are expressly rejected.

1.5

With submission of your order, respectively your registration as user on our Website, you agree to these contract terms in the version applicable on conclusion of contract.

1.6

These contract terms shall also apply for future contract relationships.

1.7

You may at any time access, print, download and save these contract terms, even after conclusion of contract, on our Website under the link “Term of Use”.

2. Notice of Right of Revocation (only for CONSUMERS)

2.1 Right of Revocation

As consumer, you have the right to revoke this contract within a period of 14 days without any requirement to provide a reason. The period within which the right of revocation may be exercised shall begin on the date of conclusion of contract; we expressly refer here to rules on the exclusion of the right of revocation for digital contents - cf. Section 2.3 below. The timely dispatch of unambiguous notice of your decision to SmartMuse, De Gildekamp 2217 in 6545KHNijmegen, Netherlands shall suffice to effect revocation of this contract. You may also submit this notice using the contact form accessible our Website, or by e-mail or telephone. Our telephone number as well as e-mail address can be found on our Website – contact us page.

2.2 Consequences of Revocation

In case of an effective revocation of a pay version, each party shall make immediate reimbursement, at the very latest within 14 days, of any services received or of any benefit gained (e.g. interest). Should you not be able to reimburse services received or are only able to do so partially or in inferior quality, you shall be required to pay compensation to SmartMuse accordingly. You must fulfil all duties of reimbursement of payments within 30 days after dispatch of your notice of revocation.

2.3 Premature Expiry of Right of Revocation

In the case of a contract for the supply of digital contents which are not stored on physical data media, your right of revocation shall expire once we have commenced performance of the contract where you

1. have expressly agreed that we begin with the performance of contract before expiry of the revocation period.

2. you have confirmed that you are aware that with this consent you lose your right of revocation upon our beginning of performance under this contract.

3. Registration, Assurances on Registration, Conclusion of Contract

3.1

In order to use our services, you must first register on ourSmartMuseWebsite. You may register only once and set up just one user profile. You may not use pseudonyms or artistic names.

3.2

With your complete registration, you submit an offer to conclude a contract of use for the stipulated users (students or schools/universities/educational Institutions) and warrant that all data provided by you on registration are accurate and complete. You are obliged to notify us of any changes in your registration data without delay.

3.3

SmartMuse shall accept this offer by activation of your user account for the services. As a result of this acceptance, the contract between you and us shall be concluded.

3.4

“User” is any natural person who is entitled to use the software in accordance with the provisions of these Terms of Service. Only persons who stand in relation to you with contracts of service, employment or apprenticeship can be entitled to use the software. Direct or indirect use by other persons shall be prohibited. You warrant that you have secured undertakings of compliance with these Terms of Servicefrom all users and insofar shall indemnify SmartMuse from all claims.

3.5

You shall be obliged to keep the password you selected on registration and all other access data secret and to ensure that any staff granted access to these access data do the same. SmartMuse will not divulge your password to third parties and shall at no time ask you for your password except when using the software.

3.6

By representing and advertising products and services on our Website, we provide no binding offer to purchase certain products or services.

4. Prices and Payment Terms

4.1

SmartMuse offers registered users two versions of use on its Website:

1. a pay version, which is functional targeted for students as well as any individual involved in the learning process

2. another pay version with additional functions targeted for schools, universities and educational institutions

4.2

Details on fees for the individual pay versions can be found on SmartMuseWebsite under “Pricing”. The prices stipulated there are binding and exclude the applicable value added tax. All fees are due for payment immediately upon conclusion of contract for the entire contract term.

4.3

You can pay by the debit procedure offered on the Website, in particular by accepted credit cards, or by the online payment procedure. Where a fee cannot be levied, you shall bear all associated costs, in particular bank costs in connection with the return of debits and comparable fees to that extent that you are liable for the event which led to fees being incurred.

4.4

SmartMuse shall send an invoice to you by e-mail in respect of the fees paid.

4.5

Every use of the services and contents offered on the SmartMuseWebsite, with the exception of possibilities made available by SmartMuse, shall require prior written consent from SmartMuse. This shall apply in particular also for different types of payment.

5. Type and Scope of Service

5.1

SmartMuse shall make software in its respective current version available for use at the router point of the data centre in which the server with the software is located (“delivery point”). The software, the processing power and the necessary memory for use shall be made available by SmartMuse. SmartMuse is, however, not obliged to ensure the establishment and maintenance of data connection between your systems and the described delivery point.

5.2

Insofar as software operates exclusively on SmartMuse’s servers or on a third-party server commissioned by SmartMuse, you shall not require copyright exploitation rights to the software, nor shall such rights be conceded to you. SmartMuse shall, however, grant you the non-exclusive, non-transferable right of use, limited to the duration of the contract, to load the user interface of the software for display on the monitor screen in the working memory of the terminal devices used for this end in accordance with contract and to reproduce the user interface in so doing on these terminal devices.

5.3

In the absence of an express agreement to the contrary by the parties, the contractually agreed service shall not be made available to third parties.

6. Availability of the Software

6.1

SmartMuse points out that limitations or impairments to the services rendered can arise which are beyond the influence of SmartMuse. These include, in particular, interventions by third parties which do not operate on behalf of SmartMuse, technical conditions of the internet over which SmartMuse has no influence, as well as force majeure. Even the hardware and software and technical infrastructure you use can have an impact on services. Insofar as such circumstances impact on the availability or functionality of the service provided by SmartMuse, this shall have no impact on the conformity with contract of the services rendered.

6.2

You shall be obliged to notify any function outages, disruption or impairments of software without delay and to provide information which is as precise as possible in this respect. You can use the support link on the Website under ‘support’.

6.3

SmartMuse reserves the right to change the services offered on its Website at any time and without prior notice or to offer different services, except where this is not reasonable for the user support.

7. Your Duties as User

7.1

For the use of software, you must satisfy the system requirements set down in the product description; you shall bear responsibility in this regard.

7.2

Proper and regular backups for your data shall be your exclusive responsibility. This shall also apply for documentation (e.g. invoices) sent to you by SmartMuse through the course of contract performance.

7.3

Insofar as you entrust SmartMuse with protected contents (e.g graphics, brands and other copyright and trademark protected contents), you shall grant SmartMuse all rights necessary for the performance of its contractual duties. This includes, in particular, the right to make the corresponding contents accessible to other users. Insofar, you warrant that you own all necessary rights to the entrusted material in order that you may properly grant the corresponding rights to SmartMuse.

7.4

You shall be obliged to comply with applicable laws and third-party rights when using the contents and services on SmartMuseWebsite. In particular, you shall not

use offensive or defamatory contents, irrespective of whether these contents affect other users, SmartMuse employees or other persons or companies,
use pornographic contents or contents which breach youth protection legislation, nor shall you advertise, offer or distribute pornographic products or products which contravene youth protection legislation,
bother other users unreasonably (in particular with spam)
use legally protected (e.g. by copyright, trademark, patent, industrial design or utility model) contents without authorization, nor shall you advertise, offer or distribute legally protected goods or services
perform or encourage actions in contravention of competition rules, including progressive customer advertising (such as chain, snow ball or pyramid systems).

7.5

The following actions shall also be prohibited:

Use of mechanisms, software or scripts in connection with the use of SmartMuseWebsite. You may, however, use the interfaces or software made available to you within the framework of the services offered on our Website.
Blocking, overwriting, modification, copying, insofar as this is not required for proper use of the services of SmartMuseWebsite. (Copying by way of “robot/crawler” search engine technologies is not required for proper use of our services and is therefore expressly prohibited).
Distribution and public disclosure of contents of SmartMuseWebsite or of other users.
Every act which is capable of impairing the functionality of SmartMuse infrastructure, in particular, acts capable of placing excess pressure on it.

7.6

If third party rights are infringed or statutory provisions contravened by the contents you upload or by the use of services, you shall immediately cease and desist from the use which is contrary to the contractual agreement and/or in breach of statutory provisions.

7.7

You shall hold SmartMuse free of all claims, including damage claims, which other users or third parties assert against SmartMuse for infringement of their rights as a result of the contents you upload. You shall further hold SmartMuse free of all claims, including damage claims, which other users or third parties assert against SmartMuse for the infringement of their rights as a result of your use of services. You shall assume all reasonable costs arising to us as a result of the infringement of third-party rights, including the reasonable cost of legal defense. All further rights and damage claims of SmartMuse shall remain unaffected.

8. Data Protection, Right of Data Processing, Data Security

8.1

The personal data indicated by you on registration shall only be collected, stored, processed and used by SmartMuse insofar as this is necessary for the performance of contractual duties, in particular for the provision and use of the services offered or where you have consented to the use.

8.2

SmartMuse is committed to compliance with relevant data protection provisions. We refer here to our Data Protection Declaration accessible from any SmartMuse website.

8.3

As regards the data stored by you on allocated memory space, you shall be responsible for the compliance with the provisions of the European General Data Protection Regulation (GDPR) as well as, where necessary, other relevant data protection legislation. If and insofar as you process (e.g. store) personal data of third parties on the IT systems for which SmartMuse is technically responsible, it shall be your exclusive responsibility to ensure that you comply with the necessary requirements (e.g. consent) pursuant to Art. 6 GDPR for lawful data processing. Additionally, in such cases a contract shall be concluded between you and SmartMuse on data processing (cf. Art. 28(3) GDPR). Therefore, in the event that you process personal data of third parties using services offered by SmartMuse, you shall undertake to notify SmartMuse without delay and to conclude with SmartMuse the Standard Agreement for Data Processing. The processing of special categories of personal data as set down in Art. 9 GDPR (e.g. health data) is strictly prohibited.

9. Responsibility for Contents, Data and/or Information on Users

9.1

SmartMuse assumes no responsibility and liability for the contents, data and/or information made available by users of SmartMuseWebsite nor for the contents on linked external Website. In particular, SmartMuse does not warrant that these contents are accurate, serve a specific purpose nor are able to serve such a purpose.

9.2

Insofar as you notice use of SmartMuseWebsite which is unlawful or in breach of contract (including the use of pseudonyms or deceptive identities), we kindly ask that you notify us of such using the contact form available on the Website.

10. Customer Service and Support

You can submit questions or declarations in respect of your contract or with regard to our services at any time via the contact form accessible from SmartMuseWebsite (contact us or support request) or by e-mail or telephone.

11. Liability of SmartMuse

11.1

SmartMuse shall be liable to you in all cases of contractual and non-contractual liability for deliberate acts and for gross negligence in accordance with the statutory provisions for damages or compensation for wasted expenditure.

11.2

In all other cases, SmartMuse shall be liable only in the case of breach of a contractual duty, for which fulfilment is strictly necessary for proper performance of contract and whose compliance may regularly be relied upon by the customer (cardinal duty); this liability shall be restricted to foreseeable and typical damage. In all other cases, SmartMuse’ liability shall be excluded.

11.3

SmartMuse’ liability for damage resulting from injury to life, body or health and in accordance with the Product Liability Act as well as on assumption of warranty shall remain unaffected by the above restrictions and exclusions of liability.

11.4

Where damage to you results from the loss of data, SmartMuse shall not be liable for this insofar as the damage could have been prevented in the case of regular and comprehensive back-up of all relevant data. You shall carry out regular and comprehensive data backup personally or have it done by a third party and shall be solely responsible for this.

12. Termination of Contract, Reimbursement of Advanced Fees

12.1

The pay versions can be terminated by you or by SmartMuse without any requirement to specify reason upon notice of fourteen (14) work days to the end of the minimum usage period specified in the registration process or, thereafter, to the end of any extension period. Notice of termination can be submitted using the contact form accessible from ourSmartMuseWebsite or by e-mail. Notice of termination must indicate user name and the e-mail address registered on SmartMuseWebsite.

12.2

The right of both parties to terminate the contract for important reasons shall remain unaffected. An important reason for termination by SmartMuse shall exist where the continuation of the contract relationship up to expiry of the statutory termination deadline is not reasonable for SmartMuse, taking into account all circumstances of the individual case and considering the genuine interests of both parties. Important reasons are, in particular, the following events:

non-compliance with statutory provisions by you;
breach of contractual duties;
the reputation of the services offered by SmartMuse is impaired, not only to an insignificant extent, by you;
you advertise for associations, communities, methods or activities which are monitored by security or youth protection authorities;
you damage one or several other users;
you are a member of a sect or a controversial group.

12.3

Where an important reason exists, SmartMuse can impose the following sanctions, irrespective of termination:

deletion of contents uploaded by you;
issue of a warning;
(temporary) blocking of access to the services offered by SmartMuse.

12.4

In the event of termination of contract or blocking of access pursuant to this Section, your claim to the reimbursement of any fees paid in advance shall extinguish.

13. Concluding Provisions

13.1

Amendments and supplements to these contract terms must be made in writing for their validity. This shall apply in particular to an agreement to waive this written form requirement.

13.2

Should individual provisions of these contract terms be or become void, the validity of the remaining provisions shall be unaffected. The parties undertake to replace the invalid provision with the valid provision which comes closest to the economic purpose of the invalid provisions. The same shall apply mutatis mutandis for any lacunae in this agreement.

13.3

SmartMuse reserves the right to amend these contract terms at any time without stipulating reasons, unless, this is not reasonable for you. We shall inform you of any amendments to these contract terms in good time. In the absence of any objection from you to the validity of the new contract terms within 14 days of notice of amendment, the amended contract terms shall be deemed to have been accepted by you. We shall remind you in the notice of amendment of your right of objection and the significance of the objection deadline.

13.4

In the absence of any agreement to the contrary, you shall be entitled to make all declarations vis-a-vis SmartMuse by e-mail, using the relevant contact form accessible from our Website. SmartMuse shall be entitled to make declarations vis-a-vis yourself by e-mail or by standard post to the addresses which you have indicated as current contact information in your user account.

13.5

This contract shall be governed exclusively by the laws of the Netherlands. The provisions of UN convention on contracts for the international sale of goods shall not apply. If you are a consumer and at the time of concluding this contract have your ordinary place of residence in another country, the application of mandatory legal provisions in this country shall remain unaffected by the choice of law stipulated in Subsection 1. In all other cases, the relevant statutory provisions shall apply for local and international jurisdiction.

14. External Services

14.1 YouTube Videos

This Website may integrate videos, which are stored onhttps://www.youtube.com/. The YouTube platform is provided by YouTube LLC, 901 Cherry Ave., San Bruno, CA 94066, USA, an affiliate of Google. These videos can be played on our Website.

When you visit a page on our Website with embedded YouTube videos, YouTube receives information on what particular Website you visit. Your personal data as described under C. is transmitted to YouTube. Such transmission takes place, regardless if you are logged into your Google account, or if you do not maintain such an account. If you are logged into your Google account, your personal data will be matched with your Google profile. If you do not wish that your personal data is being matched with your profile, you should log out of your YouTube account prior to activating a YouTube video. YouTube and Google will use your personal data for advertisement, market research, and/or need-based design of its Website.

Please note that it is beyond our control how long and in what way YouTube and Google will retain your data. For further information concerning purpose and scope of data collection and processing, please visit https://policies.google.com/privacy?hl=en.

You have a right to object to such processing of your personal data, but you will have to address such objection to YouTube or Google.

This document has been initially released on January29th, 2021.

@ Plannify