Terms and Conditions - PLANKA Software GmbH

§ 1 Contracting Parties and Scope

1.1 Contracting Parties

These Terms and Conditions ("Terms") govern the contractual relationship between:

PLANKA Software GmbH
Lindauer Str. 4
87439 Kempten
Germany
Managing Directors: Lothar Hinz, N. Berglmeir
Commercial Register: HRB 17740, Local Court (Amtsgericht) Kempten
VAT ID: DE369782057

(hereinafter "Provider" or "we")

and the Customer (hereinafter "Customer" or "you").

1.2 Scope

These Terms apply to all contracts for the provision of the software "PLANKA" in the product lines PLANKA Community, PLANKA Pro, and PLANKA Enterprise, each as Software-as-a-Service (SaaS) and – where available – as an on-premise license, as well as all related services.

1.3 Contractual Relationships and Payment Processing

The acquisition and use of PLANKA Software involves two separate contractual relationships with different contracting parties:

a) Purchase Agreement – Your Contract with PayPro Global (Purchase and Payment): The purchase agreement for the acquisition of the license or subscription is concluded between the Customer and PayPro Global Inc. as the seller (Merchant of Record). PayPro Global is the sole contracting party for all matters relating to purchase, payment, invoicing, refunds, and withdrawal. This contract is exclusively governed by the Terms & Conditions of PayPro Global.

b) Service Agreement – Your Contract with PLANKA Software GmbH (Use and Service): This agreement (these Terms) exclusively governs the use of the software, technical support, data management, and all other services provided by the Provider. PLANKA Software GmbH is the sole point of contact for software functionality, technical questions, support, and data management. PLANKA Software GmbH is not the seller under the purchase agreement and is not responsible for payment processing.

c) Responsibility Overview:

Matter	Responsible	Contact
Purchase, Payment, Invoices, Refunds, Withdrawal	PayPro Global Inc.	Order Confirmation / PayPro Website
Software Features, Technical Support, Bugs	PLANKA Software GmbH	Ticket System
Data Management, Data Protection, DPA	PLANKA Software GmbH	Ticket System
License Management, Account Management	PLANKA Software GmbH	PLANKA Customer Center
Subscription Cancellation	PayPro Global Inc.	PayPro Customer Portal

Where additional SLA contracts have been agreed, alternative or additional contact channels may apply.

1.4 Exclusion of Conflicting Terms

Any deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract unless we have expressly agreed to their applicability in writing.

1.5 Target Audience

The Provider's offerings are directed exclusively at businesses and professionals (Unternehmer within the meaning of § 14 of the German Civil Code, BGB), at legal persons under public law and at special funds under public law – that is, at companies, associations, public authorities and other organisations. No contract is intended with consumers within the meaning of § 13 BGB.

In the ordering process the Customer expressly confirms that the contract is concluded in the exercise of their commercial or independent professional activity, or on behalf of a legal person or public authority.

Should a contract with a consumer nevertheless come about in an individual case, mandatory consumer protection provisions remain unaffected (§ 17).

§ 2 Subject Matter of the Contract

2.1 Product Lines and Variants

The Provider offers the software "PLANKA" in the following product lines:

a) PLANKA Community:

Available as SaaS version (cloud hosting)

b) PLANKA Pro:

Available as SaaS version (cloud hosting)
Available as on-premise version (Pro license)

c) PLANKA Enterprise:

Available as SaaS version (cloud hosting)
Available as on-premise version (Enterprise license)

The specific scope of features and the differences between product lines are set out in the current service description on the product website.

The deployment types differ as follows:

SaaS Version (Cloud Hosting):

Cloud-based delivery via the internet
Software runs on the Provider's servers
Access via web browser

On-Premise Version (Pro/Enterprise License):

Software license for installation on the Customer's own systems
Self-hosting by the Customer
Full control over data and infrastructure

2.2 SaaS Scope of Services

For the SaaS version, the software is made available at the handover point (router exit of the data center). The Provider is not responsible for ensuring the data connection between the handover point and the Customer's IT systems.

2.3 On-Premise Scope of Services

For the on-premise version, the services include:

Provision of software files for download
License key for activation
Installation guide and documentation
Support in accordance with the agreed service level

2.4 Service Description

The scope of services of the software at the time of contract conclusion is defined by the service description on the product website. The Provider reserves the right to further develop and adjust the scope of services, provided that the essential contractual functionality is not reduced and the changes are reasonable for the Customer.

2.5 Technical Requirements

SaaS: The Customer shall ensure the technical prerequisites for use via the internet. Modern browsers with current versions of the following browser engines are required: Chromium, Gecko, or WebKit.

On-Premise: The Customer is responsible for the entire technical infrastructure, installation, maintenance, and operation. System requirements are set out in the provided installation guide and documentation.

2.6 Browser-Related Limitations

Functional limitations or display errors caused by browser-specific characteristics, outdated browser versions, disabled browser functions (JavaScript, cookies), or browser extensions are not the responsibility of the Provider. The Provider warrants proper functionality of the software only when using supported browser engines in current versions.

§ 3 Contract Formation and Commencement

3.1 Contract Formation

The purchase agreement is formed upon the Customer's order with PayPro Global and its acceptance. The service agreement with the Provider becomes effective upon the initial provision of access credentials or the license key.

3.2 Contract Commencement

The service agreement commences upon the provision of the software instance (SaaS) or the license key (on-premise). In the case of free trial periods pursuant to § 9, the paid contract does not commence until conversion to a paid subscription.

§ 4 Usage Rights and Access Authorization

4.1 Grant of Usage Rights

SaaS Version: The Provider grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use the software in accordance with the agreed scope of services for the duration of the contract.

On-Premise Version: The Provider grants the Customer a non-exclusive right to install and operate the software on the Customer's own systems. The license is transferable only with the Provider's prior written consent. Installation and setup are generally the Customer's sole responsibility. An optional installation service may be booked for an additional fee.

4.2 Intellectual Property

All intellectual property rights in our service, including but not limited to software, design, text, graphics, logos, and trademarks, are owned by or licensed to PLANKA Software GmbH. Our customers, however, retain ownership of and all rights to any content they create within the use of our service.

4.3 User Licenses

SaaS: The Customer may access the software from no more workstations simultaneously than the number of user licenses agreed upon and paid for.

On-Premise: The number of concurrent users is determined by the acquired license (Named User, Concurrent User, or Server License).

4.4 Access Credentials and Activation

SaaS:

The Customer receives access credentials (username and password)
These may be changed by the Customer in compliance with security requirements
Access credentials may only be shared with authorized persons

On-Premise:

The Customer receives a license key for software activation
Download links for the software files
Installation guide and system requirements
The license key must be treated as confidential and must not be shared with, published to, or otherwise made accessible to third parties. The Customer shall take appropriate measures to protect the license key from unauthorized access. In the event of suspected compromise of the license key, the Provider must be notified immediately. The Provider is entitled to deactivate a compromised license key and issue a replacement key.

4.5 Account Responsibility

To use the service, the Customer creates an account with complete and accurate information. The Customer is solely responsible for maintaining the confidentiality of their login credentials and for all activities that occur under their account. The Customer undertakes to notify the Provider immediately of any unauthorized use of their account.

4.6 Lawful Use

The Customer shall use the service only within the scope of the contractual and legal provisions and shall not infringe the rights of third parties in doing so. In particular, the Customer shall comply with data protection, competition law, and copyright regulations and shall not upload harmful or unlawful data or otherwise misuse the service.

4.7 Prohibited Use

The following uses are expressly prohibited:

Unlawful, discriminatory, or purposes violating international law
Sharing access credentials/licenses with unauthorized third parties (except for licensed transfers)
Reverse engineering, decompilation, or disassembly of the software, except where mandatory statutory provisions (in particular § 69e of the German Copyright Act, UrhG) provide otherwise
Creation of derivative works based on the software's source code
On-Premise additionally: Installation on more systems than licensed

The use of documented interfaces (APIs) for integration with the Customer's own systems, as well as the creation of scripts, automations, and workflows that interact with the software through these interfaces, is expressly excluded from this prohibition and is permitted.

4.8 Modifications to On-Premise Software

Changes, modifications, or adaptations to the on-premise software by the Customer or third parties shall void the Provider's warranty and liability to the extent that the defect or damage incurred is attributable to the modification. This includes in particular:

Changes to source code or program files
Installation of third-party extensions or plugins
Adjustments to configuration files beyond the documented parameters
Integration with non-approved third-party systems

For defects or damages that are demonstrably not caused by the modification, the Provider's warranty remains in effect. The exclusion of liability does not apply to willful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of the Provider, nor to damages to life, body, or health.

4.9 Fair Use and Abuse Protection

The software must be used in accordance with its intended purpose. Any use that disproportionately burdens the Provider's infrastructure or is aimed at circumventing contractual limitations (e.g., exceeding documented API rate limits, systematic circumvention of storage quotas, or similar conduct) is prohibited. The Provider is entitled to restrict usage or terminate the contract without notice in the event of abuse.

4.10 License Audit (On-Premise)

The Provider is entitled to verify the contractually compliant use of the on-premise software, in particular with respect to the number of user licenses in use, compliance with the licensed product line, and the number of installations. The Customer is obligated to provide information about the extent of actual usage within 14 days of the Provider's request and to submit appropriate evidence upon demand (e.g., user statistics, system configurations). If the audit reveals that licensed usage has been exceeded, the Customer is obligated to immediately acquire the necessary additional licenses and to pay the difference retroactively from the date of the initial exceedance. The Provider shall bear the costs of the audit unless the audit reveals that licensed usage has been exceeded by more than 5%; in such case, the Customer shall bear the reasonable costs of the audit. On-site audits shall be conducted only after at least 14 days' prior notice and with reasonable consideration for the Customer's business operations. The Provider may conduct a license audit no more than once per calendar year.

§ 5 Updates, Maintenance, and Support

5.1 SaaS Updates

SaaS Version: The Provider makes the software available in the current stable version at all times. Updates are applied automatically when available, typically once weekly during nighttime hours (CET). No separate announcement is provided. Security-critical updates and emergency patches may be applied at any time and independently of the regular update cycle when immediate action is required to protect systems or data. For significant functional changes (major updates) that may substantially affect usage behavior, the Provider will endeavor to inform the instance administrator at least 7 days in advance.

5.2 On-Premise Updates

On-Premise Version:

Updates are made available for download
Installation is the Customer's sole responsibility
Security updates are provided on a priority basis

5.3 Support Services and Customer Responsibility

Details on support scope, support hours, and languages are set out in § 6. For the on-premise version, the Customer is additionally responsible for server hardware and maintenance, operating system updates, data backups, network configuration, and system security.

§ 6 Availability, Support, and Service Level

6.1 Availability (SaaS)

The Provider endeavors to provide the SaaS version with high availability (measured at the handover point pursuant to § 2.2). Excluded from this are scheduled maintenance windows (typically weekly during nighttime hours CET), outages due to force majeure pursuant to § 13, and disruptions outside the Provider's area of responsibility (in particular internet node failures, DNS disruptions, DDoS attacks).

6.2 Support Scope

PLANKA Software GmbH provides free support via the ticket system to assist with the use of the service. Support via email is available exclusively under extended SLA contracts.

SaaS: Support for software functionality and cloud operations within the scope of this section.

On-Premise:

Support for software functionality
Basic installation assistance (documentation, guides)
No assumption of installation (except with a booked installation service)
No support for infrastructure issues
Extended support packages optionally available

Support does not include: general knowledge transfer, training, configuration and implementation, or customer-specific documentation or customization of the software.

6.3 Support Hours

Support services are provided by PLANKA Software GmbH on business days Monday through Friday from 09:00 to 16:00 CET. Excluded are nationwide public holidays in Germany as well as December 24 and December 31 of each year.

6.4 Languages

Support is provided in German and English, unless otherwise agreed.

§ 7 Storage and Data Processing

7.1 SaaS Storage Quota

SaaS Version: The Customer has access to a predefined storage quota corresponding to the license tier.

7.2 On-Premise Data Management

On-Premise Version:

The Customer is fully responsible for data management
Storage space is limited only by the Customer's own hardware
Data backup and recovery are the Customer's responsibility

7.3 Right of Reproduction

The Customer grants the Provider the right to reproduce data created by the Customer through the use of the software to the extent necessary for the fulfillment of contractual obligations (e.g., creation of backups). The same applies to files uploaded by the Customer to the cloud storage. In the event of disruptions, the Provider is entitled to make necessary changes to the format or structure of the data.

7.4 Data Protection and Disclosure

Customer data shall not be disclosed or transmitted to third parties unless:

this is necessary for the performance of the contract (in particular hosting pursuant to § 7.6 and payment processing pursuant to § 7.8),
this serves accounting or tax purposes, or
a legally binding court order requires disclosure.

7.5 Data Processing Agreement (SaaS)

To the extent that customer data constitutes personal data, the Provider processes such data exclusively within the scope of the SaaS service as a data processor within the meaning of Article 28 GDPR. The Provider processes personal data only on documented instructions from the Customer and exclusively for the purpose of providing the software functionalities. The Customer remains the data controller within the meaning of the GDPR and is responsible for the lawfulness of data processing and compliance with data subject rights. The details of data processing are set out in a separate Data Processing Agreement (DPA) pursuant to Article 28(3) GDPR, which is available on the Provider's website and becomes an integral part of the contract upon conclusion of the service agreement.

7.6 Subcontractors and Sub-Processors

The Provider uses external infrastructure service providers for the delivery of the SaaS service. Hosting of software instances may be provided by various hosting providers depending on availability and region. The providers the Provider engages are named in the Data Processing Agreement (DPA) and are maintained there. For Customers located within the European Union, hosting takes place on servers within the EU. For Customers outside the EU, hosting may also take place in data centers outside the EU.

GDPR Compliance: The Provider warrants compliance with the General Data Protection Regulation (GDPR) exclusively for software instances hosted on servers within the European Union. If a Customer chooses hosting outside the EU or is assigned a hosting location outside the EU due to their location, the Provider's warranty of GDPR compliance does not apply. In such cases, the Customer is solely responsible for compliance with the data protection regulations applicable to them.

The Provider is entitled to change the hosting provider. A current list of sub-processors is included in the Data Processing Agreement (DPA) and is available on the Provider's website. The Provider will inform the Customer of planned changes regarding sub-processors. The Customer has the right to object to the engagement of new sub-processors within 14 days of notification, provided there are legitimate data protection concerns. If the Customer objects and the Provider cannot provide the service without the affected sub-processor, the contract shall terminate at the earliest possible date. Further details are governed by the DPA.

7.7 Technical and Organizational Measures

The Provider implements appropriate technical and organizational measures to protect personal data in accordance with Article 32 GDPR.

7.8 Data Processing in Connection with PayPro Global

PayPro Global Inc., as the Merchant of Record, transmits customer and payment data to the Provider in the course of the purchase processing, to the extent necessary for the provision and management of the software license. PayPro Global acts as an independent data controller within the meaning of the GDPR and processes purchase and payment data on the basis of its own privacy policy. The privacy policy of PayPro Global is available on their website.

The Provider transmits to PayPro Global only data necessary for billing or licensing purposes, such as the number of active user licenses. Personal data of end users or substantive usage data is not transmitted to PayPro Global.

7.9 Data Export and Deletion

SaaS: Upon contract termination, customer data will be made available for download upon request. The export is provided in a machine-readable standard format; the supported export formats are described in the technical documentation on the Provider's website. The Customer has 30 days from contract termination to request the export of their data. After expiration of this period, data will be irreversibly deleted, unless statutory retention obligations apply.

On-Premise: Data remains with the Customer; license data held by the Provider will be deleted after contract termination.

§ 8 Prices and Payment Terms

8.1 Prices

The prices valid at the time of order apply in accordance with the current price list on the website. Prices are set by the Provider; purchase processing and invoicing are handled by PayPro Global as Merchant of Record.

8.2 Prepayment

All subscriptions are payable in advance (prepaid). Access to the software is provided for the respective paid billing period.

8.3 Price Changes

Price changes for existing subscriptions will be announced to the Customer at least 30 days before taking effect. The announcement will be made by email to the registered instance administrator and by a notification within the software instance. Additionally, publication may occur in the PayPro Global customer portal or on the Provider's website. New prices shall apply from the next renewal period. In the event of price increases, the Customer has the right to terminate the contract at the end of the current, already paid billing period.

8.4 Payment Processing and Invoicing

Payment processing is handled exclusively by PayPro Global Inc. as Merchant of Record. PayPro Global acts as the seller vis-à-vis the Customer and is responsible for invoicing, payment processing, and tax handling. PayPro Global appears as the invoicing entity on invoices and payment receipts. The Terms & Conditions of PayPro Global additionally apply to payment processing. For billing inquiries, please contact PayPro Global customer service.

8.5 Payment Default

In the event of non-payment or payment default, the Provider may restrict or suspend access to the software in accordance with PayPro Global's terms.

§ 9 Trial and Demo Periods

9.1 Free Trial Periods

Free trial periods, demo versions, and public demonstrations are provided for evaluation purposes. The Provider assumes no warranty for the completeness or freedom from defects of trial and demo versions and no liability for functional limitations or outages during the trial period, to the extent permitted by law.

9.2 Limited Functionality

Trial and demo versions may be limited in functionality and may not correspond to the final product version. Changes to features and availability are possible at any time.

9.3 No Productive Use

Trial and demo versions are intended exclusively for evaluation purposes and are not suitable for productive use. Commercial or productive use is prohibited.

9.4 Statutory Liability

Mandatory statutory liability for willful misconduct, gross negligence, and damages to life, body, or health remains unaffected.

§ 10 Term and Termination

10.1 Contract Term

The contract term is determined by the respective order (monthly or annual).

10.2 Automatic Renewal

The contract renews automatically for the respective billing period unless terminated before expiration of the billing period. The renewal of the service agreement is linked to the continuation of the subscription with PayPro Global.

10.3 Ordinary Termination

Both parties have the right to terminate the contract at any time without any separate notice period. The subscription ends upon expiration of the already paid billing period. Full service remains available until that time. A pro-rata refund of fees already paid for the current billing period is subject exclusively to and limited by the refund policies of PayPro Global as Merchant of Record. Termination by the Customer is made exclusively through the PayPro Global customer portal. Termination by the Provider is made in writing or by email to the registered instance administrator; the Provider will promptly inform PayPro Global so that the subscription is terminated accordingly. Receipt of the termination will be confirmed to the Customer.

10.4 Extraordinary Termination

The right to extraordinary termination for cause remains unaffected. Cause exists in particular if a party repeatedly breaches material contractual obligations despite written notice and a reasonable grace period, if insolvency proceedings are initiated over the assets of a party or rejected for lack of assets, or if a party ceases payments.

10.5 Consequences of Contract Termination

Upon termination of the contract:

SaaS: Access to the software will be deactivated after expiration of the paid period. For data export, § 7.9 applies.
On-Premise: The right to use the software expires. The Customer is obligated to uninstall the software and all copies. Data held by the Customer remains with the Customer.
Ongoing obligations (in particular confidentiality pursuant to § 15 and data protection) survive termination of the contract.

§ 11 Right of Withdrawal for Consumers

11.1 Right of Withdrawal

As the purchase agreement is concluded through PayPro Global as Merchant of Record, the right of withdrawal is governed by the terms of PayPro Global. Consumers may exercise their right of withdrawal in accordance with the Terms & Conditions of PayPro Global. The current withdrawal instructions are available on the PayPro Global website and during the ordering process.

11.2 Contact Address for Withdrawal

Withdrawal must be directed to PayPro Global. Contact details can be found in the order confirmation and on the PayPro Global website. The Provider will promptly forward any withdrawal declarations mistakenly directed to it to PayPro Global.

11.3 No Independent Right of Withdrawal for the Service Agreement

The service agreement concluded between the Customer and PLANKA Software GmbH (§ 1.3 lit. b) does not give rise to an independent right of withdrawal under §§ 312g, 355 BGB. The service agreement is provided free of charge; all payment obligations exist exclusively in the relationship with PayPro Global Inc. as Merchant of Record under the purchase agreement (§ 1.3 lit. a). Since the service agreement does not provide for any separate paid consideration by the Customer, there is no consumer contract within the meaning of §§ 312 et seq. BGB that would trigger a right of withdrawal. The service agreement is ancillary to the purchase agreement and terminates automatically if the purchase agreement is rescinded – for example, through withdrawal vis-à-vis PayPro Global (cf. § 10.5). Regardless of the foregoing legal classification: if the purchase agreement is effectively withdrawn vis-à-vis PayPro Global, the service agreement with PLANKA Software GmbH also terminates without further declaration at the same time.

§ 12 Liability and Warranty

12.1 Software Condition

The software conforms to the service description valid at the time of contract conclusion. To the extent permitted by law, further warranties are excluded. The statutory warranty rights of consumers remain unaffected.

12.2 Limitation of Liability for Ordinary Negligence

In cases of ordinary negligence, the Provider is liable only for the breach of material contractual obligations (cardinal obligations). Liability is limited to the foreseeable damage typical for this type of contract, but in no event exceeding the license fees paid by the Customer to PayPro Global in the 12 months preceding the event giving rise to the claim.

12.3 Exclusion of Indirect Damages

Liability for indirect damages and consequential damages is excluded, unless such damages are based on the breach of material contractual obligations (cardinal obligations).

12.4 Internet-Related Limitations

Despite our efforts to adapt our servers to the requirements of our services, service quality on the internet may fluctuate depending on the time of day, network area, and internet provider. Due to uncertainties including but not limited to internet node failures, technical disruptions, or regional or global cyber-attacks, the response times of our services may not consistently maintain the same level of quality.

12.5 Unaffected Statutory Liability

The following liability remains unaffected:

Willful misconduct (Vorsatz) and gross negligence (grobe Fahrlässigkeit)
Injury to life, body, or health
Damages under the German Product Liability Act (Produkthaftungsgesetz)
Other mandatory statutory liability provisions

12.6 Customer's Data Backup Obligation

It is the Customer's responsibility to retain copies of the data entered by them and to create regular backups. If the Customer breaches this obligation of proper data backup, the Provider's liability for data loss is limited in amount to such damages as would have occurred even with proper regular data backup by the Customer.

12.7 Duty to Mitigate Damages

The Customer is obligated to take all reasonable measures to avert and mitigate damages.

§ 13 Force Majeure

13.1 Definition of Force Majeure

Force majeure shall mean extraordinary circumstances beyond the control of the parties, in particular:

a) War (declared or undeclared), hostilities, attack, acts of foreign enemies, extensive military mobilization; b) Civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage, or piracy; c) Currency and trade restrictions, embargo, sanctions; d) Lawful or unlawful acts of authorities, compliance with laws or government orders, expropriation, seizure of works, requisition, nationalization; e) Plague, epidemic, natural disaster, or extreme natural event; f) Explosion, fire, destruction of equipment, prolonged failure of transport, telecommunications, information systems, or energy; g) General labor unrest such as boycott, strike and lockout, go-slow, occupation of factories and buildings.

13.2 Legal Consequences

In the event of force majeure, the Provider is released from the obligation to perform. In the event of prolonged duration (exceeding 4 weeks), the Customer may terminate the contract.

§ 14 Indemnification

14.1 Indemnification Obligation

If third parties (including public authorities) assert claims or infringements against the Provider based on the allegation that the Customer has breached their contractual obligations, in particular that the Customer has uploaded unlawful data to the service or used the service in a manner violating competition law or otherwise unlawful, the Customer shall immediately indemnify the Provider against such claims, provide reasonable assistance in legal defense, and hold the Provider harmless from the costs of legal defense.

14.2 Prerequisites for Indemnification

The indemnification obligation is conditional upon the Provider informing the Customer in writing without delay about any claims asserted, not making any acknowledgments or equivalent declarations, and enabling the Customer to conduct – at the Customer's expense and to the extent possible – all judicial and extrajudicial negotiations regarding the claims.

§ 15 Confidentiality and Data Protection

15.1 Confidentiality

The parties undertake to treat all confidential information obtained in the course of the contractual relationship (in particular trade secrets, technical data, access credentials, license keys, and customer data) as strictly confidential, not to disclose it to third parties, and to use it solely for the performance of the contract. The confidentiality obligation does not apply to information that is publicly known without fault of the receiving party, was already known to the receiving party prior to disclosure, was lawfully obtained from third parties, or whose disclosure is required by law. The disclosure of data to third parties is permitted to the extent necessary for contract performance, in particular to PayPro Global Inc. in the context of payment processing and license management (cf. § 7.8). The confidentiality obligation continues for three years beyond the termination of the contract.

15.2 Data Protection

The handling of personal data is governed by the separate privacy policy and the provisions of the GDPR. For data processing in the context of payment processing by PayPro Global, their own privacy policy applies (cf. § 7.8).

§ 16 Jurisdiction and Applicable Law

16.1 Applicable Law

The service and license agreement between the Customer and PLANKA Software GmbH is exclusively governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), unless mandatory international provisions provide otherwise. The purchase agreement is governed by the choice of law provisions of the PayPro Global Terms & Conditions.

16.2 Jurisdiction – Germany

For Customers domiciled in Germany, the exclusive place of jurisdiction for the service agreement is Kempten (Allgäu), provided the Customer is a business (Unternehmer within the meaning of § 14 BGB), a legal entity under public law, or a special fund under public law. This includes in particular merchants, tradespeople, self-employed and freelance professionals, registered associations, and other legal entities, insofar as they act in the exercise of their commercial or independent professional activity.

16.3 International Customers

For Customers domiciled outside Germany, the following special provisions apply:

a) Jurisdiction and Applicable Law:

The purchase agreement (license/subscription acquisition) is subject to the jurisdiction and choice of law provisions of the PayPro Global Terms & Conditions
The service agreement (software use, support, data management) is governed by German law; the place of jurisdiction is Kempten (Allgäu), provided the Customer is a business (Unternehmer within the meaning of § 14 BGB), a legal entity under public law, or a special fund under public law
In the event of conflicts between different legal systems, German law shall prevail for the service agreement, to the extent legally enforceable

b) Limitation of Liability:

Liability is limited to the license fees paid to PayPro Global in the 12 months preceding the event giving rise to the claim
Punitive damages, strict liability, and any other claims exceeding actual damages are excluded to the extent permitted by law
Class actions are excluded to the extent permitted by law
The Provider is not liable for damages arising from the use of the software outside the EU to the extent such damages are based on local regulatory requirements with which the software does not comply

c) Disclaimer of Warranties Outside the EU: For Customers domiciled outside the European Union, the software is provided "as is" and "as available" to the fullest extent permitted by applicable law. The Provider disclaims – to the extent permitted by applicable law – all express and implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

d) Compliance:

The Customer is solely responsible for compliance with local laws (data protection, consumer protection, accessibility)
The Provider does not warrant the conformity of the software with local laws, regulations, or standards outside the European Union
The Customer shall indemnify the Provider against all claims arising from non-compliance with local regulations of the Customer's jurisdiction

16.4 Export Control and Sanctions

The software and the service may be subject to German and international export control regulations. The Customer undertakes to comply with all applicable export and import laws. Use in sanctioned countries or by sanctioned persons is prohibited.

16.5 Maximum Liability – International

Regardless of the applicable legal system, the Provider's total liability – on any legal basis whatsoever – is limited to the license fees paid by the Customer to PayPro Global in the 12 months preceding the event giving rise to the claim, to the extent permitted by law.

16.6 Consumer Protection

The offering is not directed at consumers (§ 1.5). Should a contract with a consumer nevertheless come about, the mandatory consumer protection and jurisdiction provisions of their country of residence apply; § 17 remains unaffected.

§ 17 Consumers

17.1 No Contract with Consumers

The offering is not directed at consumers within the meaning of § 13 BGB (§ 1.5). These Terms contain no special provisions for consumers, because no contract with them is intended.

17.2 Mandatory Law

Should a contract with a consumer nevertheless come about in an individual case, mandatory consumer protection provisions remain unaffected. This applies in particular to the statutory warranty rights, to the provisions on distance contracts including any right of withdrawal, and to the jurisdiction of the courts at the consumer's place of residence. Provisions of these Terms that are less favourable to a consumer than mandatory law do not apply to them.

17.3 Dispute Resolution

We are neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle).

§ 18 Final Provisions

18.1 Assignment

The Customer may assign rights under this contract only with the Provider's written consent.

18.2 Severability

Should individual provisions of this contract be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a provision shall apply that most closely approximates the economic purpose of the invalid or unenforceable provision, to the extent permitted by law.

18.3 Amendments to These Terms

The Provider is entitled to amend these Terms with effect for the future, provided that such amendment is reasonable for the Customer taking into account the Provider's interests. The Provider will inform the Customer of changes at least 30 days before they take effect by email to the registered instance administrator and by a notification within the software. The amended Terms will be displayed to the administrator upon the next login to the customer center for review and confirmation. The direct use of the existing software instance by the Customer and their users remains unaffected by the pending confirmation. In the event of rejection or non-confirmation of the changes within 30 days of initial display, the Customer has the right to terminate the contract effective as of the date the changes take effect. If neither confirmation nor termination occurs within the period, the previous Terms shall continue to apply until the end of the current billing period; the amended Terms shall take effect upon the next contract renewal. The Provider will draw the Customer's attention to the significance of the 30-day period and the legal consequences in the amendment notification.

18.4 Written Form

Where these Terms require written form, electronic form (email) shall also suffice, unless written form is mandatorily required by law.

18.5 Entire Agreement

This contract, together with the service description, price list, and – for SaaS use – the Data Processing Agreement (DPA), constitutes the entire agreement between the parties with respect to the subject matter of the contract. Earlier oral or written agreements are superseded to the extent they conflict with this contract.

Terms and Conditions for PLANKA Software