valid from 1.10.2024
PlanRadar Limited, 6th Floor 2 London Wall Place, EC2Y 5AU London, United Kingdom, (hereinafter referred to as “PlanRadar”) develops, sells, and manages software for construction documentation and defect management. These General Terms and Conditions govern the rights and obligations between PlanRadar and PlanRadar’s customers. PlanRadar’s customers are business owners/entrepreneurs acting in connection with their business or trade.
Please read these terms carefully before proceeding.
2.1 These General Terms and Conditions govern the business relationship between PlanRadar and PlanRadar’s customers, whether for payment or not (e.g. during trial/test phases). PlanRadar provides services exclusively based on these General Terms and Conditions. Any use of PlanRadar services by the customer shall have the effect that these General Terms and Conditions will form the basis of such business relationship.
2.2 Any specific terms (individual agreements) which are agreed in writing between PlanRadar and the customer shall vary and prevail over these General Terms and Conditions.
2.3 By using any services of PlanRadar, the customer agrees and confirms that only PlanRadar’s General Terms and Conditions shall apply to the contractional relationship between PlanRadar and the customer. The customer’s own terms and conditions, if any, will only apply if PlanRadar expressly confirms this in writing.
2.4 Individual agreements must be made in writing (and must be signed by the parties). Any informal statements and declarations made by PlanRadar (including those made by email) are not binding.
2.5 PlanRadar may at its absolute discretion change/update these General Terms and Conditions from time to time. The customer will be notified of such changes/updates by email together with a copy of the changes/updates or a link to a copy of the changes/updates at least two months before they will take effect. The customer will be entitled to object to such changes in writing within four weeks from receipt of the email.
The changes/updates will be deemed accepted and binding, if either the customer has consented to them or if it has not objected to the changes/updates within the four-week period. PlanRadar will separately point out these legal consequences and the option to object in the notification e-mail. In the event of an objection, PlanRadar is entitled to terminate the contracts concluded with the customer under the old General Terms and Conditions for good cause, subject to a one-month notice period. If PlanRadar does not terminate one or more such contracts in the event of an objection, the old General Terms and Conditions shall continue to apply to such contract or contracts.
3.1 PlanRadar provides the customer with a system (potentially) consisting of several modules for construction documentation and defect management as software-as-a-service (“SaaS”) in the respective current version for use via the Internet, an app as client software as well as the possibility to store data (hereinafter referred to as “Software”).
3.2 PlanRadar reserves the right to further develop and change the Software and all specifications of the Software at any time (e.g. by using newer or different technologies, systems, processes or standards). The customer benefits from such ongoing Software development and accordingly acknowledges in return, that there may be times when temporary maintenance takes place in connection with any updates and upgrades. PlanRadar will notify the customer in good time if there will be any significant changes in service performance. If the customer experiences unacceptable disadvantages as a result of the service changes, the customer will be entitled to terminate the contract extraordinarily within 14 days of receipt of the notification of the service changes with such termination taking effect on the date on which the changes will become effective.
3.3 The customer has the option of using the Software free of charge for a period of 30 days after registration (test phase). Before the end of this free trial phase, PlanRadar will contact the customer and inform the customer of the option to take out a contract in return for payment to continue to use the Software. If the customer does not take up this option, the customer’s user account will be locked and then deleted after 30 days at the earliest.
3.4 PlanRadar is only responsible for the services that PlanRadar itself provides. The customer may not raise any claims against PlanRadar for any Software malfunctions caused by the customer or a third party intervention.
3.5 The place of PlanRadar’s service provision is the router exit to the Internet located at the data center used by PlanRadar. The customer’s end devices and the Internet connection are not part of PlanRadar’s service.
3.6 PlanRadar shall be responsible for an appropriate backup of the customer’s project data. Should a restoration of project data be necessary, it will be carried out free of charge, provided that the customer or its users are not responsible for the loss of data; if PlanRadar reasonably believes that the customer or its users are responsible for the loss of data, the customer will bear the costs associated with the restoration of data according to the applicable price list. PlanRadar points out that a restoration of data is only possible for a maximum period of 30 days from loss of data.
4.1 The customer undertakes to only use the Software according to these General Terms and Conditions as well as any individual agreements / specific terms agreed in writing between the parties. The customer must ensure that all of its users (employees or other third parties attributable to the customer) also comply with the relevant terms. The customer is liable to PlanRadar for all damages resulting from the violation of the customer’s or its users’ obligations, particularly in the case of any illegal use of the Software.
4.2 The customer shall only use the Software for its intended purpose and shall not misuse it, in particular not use it to store or distribute unlawful content. The customer further undertakes not to use any technical equipment, software systems or other data that could impair the Software or systems of PlanRadar.
4.3 The customer must maintain its own IT infrastructure that is required to use the Software at its own expense and own risk. The customer is not permitted to make changes to the Software or to have such changes carried out by third parties. The customer is responsible for meeting the system requirements (https://www.planradar.com/gb/system-requirements-and-security/).
4.4 The customer must secure its login details to the Software and not make them accessible to third parties. The customer must ensure that mobile devices are protected in an adequate manner (e.g. pin code, biometric security features).
4.5 PlanRadar may block the customer’s access to the Software in the event of a breach of these General Terms and Conditions or any individual agreements / specific terms agreed between the parties, particularly if the customer defaults on payment. This does not affect the customer’s duty to continue paying the contractual user fee. In addition, the customer must reimburse PlanRadar for any costs incurred in connection with the blocking of the customer’s access.
4.6 The customer agrees that PlanRadar may use the customer’s company logo for marketing purposes for the duration of the contract, in particular the customer agrees to be named as a reference customer on the PlanRadar website.
5.1 All rights to the Software belong to PlanRadar. The customer is only granted the non-exclusive, non-transferable, and non-sublicensable right to use the Software to the agreed extent and within the agreed number of licenses during the contract period. In particular, the customer may only duplicate the Software to the extent necessary for the intended use of the Software (e.g. loading into the main memory of the various terminals). The customer is not permitted to reproduce, sell, rent or lend the Software or parts of it in any other way or to transfer it to third parties or to grant them sublicenses. The customer is allowed to temporarily assign subcontractor access with limited functionalities in accordance with the product description of the Software.
5.2 Unless otherwise agreed, no further rights to the Software are granted to the customer. In particular, the customer shall not acquire any rights whatsoever in the Software, and in particular no copyright, no trademark, patent, or other intellectual property rights.
5.3 The number of licenses booked by the customer is contractually determined within a license package. Within the agreed number, the licenses can be activated freely by the customer. The price agreed for the license package applies irrespective of the number of licenses activated; it is therefore the responsibility of the customer to have the licenses activated or, in the case of self-administration, to do this itself. All full-value (in-house) users count as a license.
5.4 The customer can acquire further licenses at any time, which will be invoiced to the customer on a pro rata basis during the remaining term of the contract and in accordance with the applicable price list. In the event of activation during a month, the days up to the beginning of the next month will be charged pro rata.
5.5 For third-party software products provided to the customer by PlanRadar, the respective license terms of the manufacturer of these software products shall take precedence over the provisions of this section 5. With regard to the license terms of the third-party software products used within the scope of the Software, we expressly refer to Clause13. PlanRadar confirms that the customer will act in accordance with these license terms when using the software as intended.
5.6 The Customer is not entitled to reverse engineer, decompile, or disassemble the Software unless (and only to the extent that) applicable law expressly and compulsorily permits it, notwithstanding this limitation.
5.7 In case the plans included in the licenses are exceeded, the license model will be adjusted in consultation with the customer.
5.8 Clauses 5.1 and 5.2 apply mutatis mutandis to all documents provided by PlanRadar to the customer, in particular to the Software documentation.
6.1 PlanRadar provides the Software to the customer according to principles of “reasonable best efforts”. PlanRadar will therefore make every economically reasonable effort to ensure that the use of the Software is as uninterrupted as possible and will use reasonable efforts to correct software errors that restrict the use of the software.
6.2 PlanRadar assumes no warranty or liability for the permanent availability of the Software or that the Software will be free from errors. The customer expressly acknowledges that, according to the current state of technology, it is not possible to completely exclude all errors from the Software. Connection errors or necessary maintenance work by PlanRadar can also result in temporary malfunctions. Insofar as for individual cases the liability cannot be effectively excluded, improvement shall take priority over a price reduction or cancellation of the contract.
6.3 PlanRadar shall not be liable for any direct or indirect damage to the customer or third parties caused by malfunctions or for damage to the customer’s end devices. Compensation for consequential damage such as but not limited to loss of earnings or lost profits, destruction, loss of use or corruption of data, loss or corruption of software or systems, loss or damage to equipment, loss of use, loss of production, loss of contract, loss of commercial opportunity, loss of savings, discount or rebate (whether actual or anticipated) , harm to reputation or loss of goodwill and wasted expenditure is excluded, as is liability for damages to the customer due to project delays. Likewise, PlanRadar is not liable for any loss of savings or for damages resulting from third-party claims.
6.4 PlanRadar is only liable in the event of intent and crass gross negligence. In addition, PlanRadar’s liability for each damage causing event, even if there are multiple injured parties, is limited to a total of £10,000.00 GBP. If the total damage is higher, claims for damages by the individual injured parties will be reduced proportionately.
6.5 PlanRadar cannot exclude the possibility of data loss or other impairments, in particular due to impairments in the customer’s internet connections in the course of synchronization processes. PlanRadar assumes no liability for this either.
6.6 PlanRadar is not liable for damage and defects that are due to improper operation, changed operating system components, interfaces and parameters, changes to the necessary system settings or simple application errors by or of the customer or its users. Likewise, PlanRadar is not liable for disruptions in the public communication networks or noncompliance with the system requirements for the customer (current system requirements for using the Software can be found at www.planradar.com.)
6.7 The customer will immediately inform PlanRadar of any malfunctions and, if possible, with a comprehensible description of the error so a correction can be made as soon as possible. The customer will free of charge assist PlanRadar to remedy any malfunctions. Any rectification of malfunctions by PlanRadar requires in any case that the customer has fully met its payment obligations.
6.8 The Software is not designed to be used in applications that require fail-safe performance or where failure of the Software could directly result in death, injury, serious property damage or environmental damage.
6.9 To the extent and as far as obligations relating to the Software are affected due to force majeure, including but not limited to war, terrorism, natural disasters, fire, strike, lockout, embargo, governmental intervention, epidemic or pandemic, power supply failure, transport failure, telecommunication network or data lines, or legislative changes effected after conclusion of the contract or other unavailability of the Software cannot be rectified on time or not in a proper manner, this does not constitute a breach of contract and does not entitle the customer to any claims against PlanRadar.
7.1 As a user of the software, the customer is the person responsible for data protection, PlanRadar is merely a processor. For this purpose, a separate contract for processing will be concluded; in the absence of an individually agreed contract for processing, the standard contract for processing by PlanRadar will apply.
7.2 As the person responsible, the customer is in charge of compliance with the provisions of the UK General Data Protection Regulation – GDPR. Insofar as the customer processes personal data when using the Software (e.g. enters, processes, stores or transmits personal data to PlanRadar), it guarantees that it is entitled to do so in accordance with the applicable UK GDPR.
8.1 The customer and PlanRadar mutually undertake to treat all business and trade secrets of the respective other party obtained in connection with this contract and its execution as such as confidential and not to make them accessible to third parties, unless they are generally known, or were already known to the recipient beforehand without an obligation to secrecy, or are communicated or provided to the recipient by a third party without an obligation to secrecy, or have demonstrably been developed independently by the recipient, or are to be disclosed due to a legally binding official or judicial decision. This obligation shall apply for an unlimited period of time after the end of the contractual relationship.
8.2 Subcontractors engaged by PlanRadar for the fulfilment of the contract are not considered third parties if they are subject to a confidentiality obligation corresponding to this point.
9.1 The minimum term of the contract is specified in the respective individual agreement with the customer.
9.2 After expiry of the minimum term, the contract shall be automatically renewed for a further one year period in each case, provided that neither party has terminated the contract by giving one month’s notice before the expiry of the respective (minimum) contract term. Deletion of the account by the customer is also deemed a termination, whereby the deletion must also take place at the latest one month before the expiry of the respective (minimum) contract term.
9.3 Termination must take place in writing or via the PlanRadar platform by an administrator appointed and authorised by the customer.
9.4 A complete termination requires a termination of the entire license package. The deactivation / cancellation of only individual licenses is not considered as termination of the entire license package. The reduction of a licence package or individual licences must be made at the latest one month before the expiry of the respective contract term.
9.5 If the contract is terminated before the end of the contract period, no credit is granted for the remaining contract period.
9.6 The right to termination for cause remains unaffected. An extraordinary termination by PlanRadar with immediate effect is possible in particular under the following conditions:
9.6.1 If the customer provides incomplete or incorrect information or fails to provide required proofs.
9.6.2 If the customer is in default of payment during 30 days; the granting of a grace period is not required.
9.6.3 If there is reasonable suspicion that the Software is being misused or in case of any material breach of the agreement committed by the customer.
9.7 The customer is responsible for backing up its project data in good time before termination of the contract. 30 days after the expiry of the contract, the customer can no longer access its project data. The customer’s access cannot be reactivated.
10.1 The customer must immediately inform PlanRadar of any changes in its address. If the customer has failed to do so, PlanRadar’s declarations and any notices are deemed to have been delivered if delivery was made to the last valid address provided by the customer for communication.
10.2 The customer accepts that PlanRadar can also send correspondence relating to legal proceedings to the customer by email or other electronic media (this also applies to invoices, which may be electronically signed to comply with any applicable VAT legislation). Declarations are deemed to have been received as soon as the customer can access them or take note of them under normal circumstances.
11.1 All amounts (unless otherwise stated) are exclusive of VAT which shall be payable by the customer at the rate and in the manner prescribed by law. A cash discount is not provided or granted.
11.2 User fees are charged in advance for the contract term in question including any additional term over the initial minimum term which has expired. Invoices shall be issued immediately after acceptance of the offer or extension of the contract term and sent digitally by PDF to an e-mail address provided by the customer. Invoices are due and payable within 14 days of the invoice date without any set off or deduction or counterclaim, or withholding of any kind.
11.3 When ordering via the PlanRadar website, payment claims are due in accordance with the conditions of the payment provider Fastspring (http://www.fastspring.com/) – unless stated otherwise.
11.4 The customer shall bear all bank charges and other expenses associated with the transfer.
11.5 In the event of late payments, the customer will be charged interest on arrears at 10% p/a of the outstanding amount, plus any reasonable fees incurred by PlanRadar. Interest is calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment. The customer will be liable for all legal fees, costs incurred and collection agencies fees incurred by PlanRadar and its Affiliates.
11.6 Payments by the customer are initially offset against any costs or interest on arrears. Then, they are offset against the oldest debt.
11.7 PlanRadar is entitled to unilaterally increase the prices for the Software with effect from the beginning of the next contractual year and will notify the customer in good time, at least one month’s notice in advance shall be given to the customer.
11.8 Invoices are considered to be accepted if no objection has been raised in writing within 3 months after the invoice has been issued.
11.9 PlanRadar accepts all common credit cards (when ordering via the website) as well as payment by bank transfer.
11.10 The customer cannot offset its own claims against PlanRadar’s claims. The customer’s right of retention is also excluded.
12.1 Should one or more provisions of these General Terms and Conditions or any specific agreed terms / individual agreements between the parties be or become ineffective or unenforceable in full or in part, the validity of the remaining provisions will not be affected. The ineffective or unenforceable provision is to be replaced by a corresponding valid regulation as close as possible to the economic purpose of the ineffective or unenforceable clause.
12.2 The right to claim a reduction by more than half (laesio enormis) is excluded.
12.3 Any transfer by the customer of the rights or obligations based on the contract requires the prior written consent of PlanRadar. However, PlanRadar is entitled to transfer the contract to a third party in full or in part without the customer’s consent.
12.4 PlanRadar is entitled to use third parties in full or in part to fulfil its obligations.
12.5 The agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
12.6 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the agreement, its subject matter or formation (including non-contractual disputes or claims).
12.7 Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the agreement (and any documents referred to in it).
12.8 A person who is not a party to the agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
12.9 Each party represents and warrants to the other that it has the right, power and authority to enter into the agreement and grant to the other the rights (if any) contemplated in the agreement and to perform its obligations under the agreement.
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PlanRadar terms and conditions valid until 30.9.2024: https://www.planradar.com/gb/terms-and-conditions-valid-until-30-9-2024/