PUBLIC OFFER
Effective date 15 April 2024
This public offer (hereinafter referred to as the «Offer») is addressed to an indefinite number of persons who use the website planohero.com (hereinafter referred to as the Website, the Site) and the services offered by the Contractor on this Website.
1. TERMS AND DEFINITIONS
1.1. The terms used in this Offer mean the following:
1.1.1. The Contractor is "PLANOHERO" Limited Liability Company (legal entity identification code 42322540), registered and operates following the laws of Ukraine. The Contractor acts as a provider of services offered to Users on the Website. At the same time, the Contractor has the right to engage any third parties (employees, subcontractors, partners, etc.) to provide services without the prior consent of the User.
1.1.2. The User is a person (individual, individual entrepreneur, legal person, or other business entity) who has accepted the terms of this Offer. Juveniles or disabled persons may use the Contractor's services only if represented by appropriate guardians, trustees, or legal representatives. In case the User is a subject of economic activity, they are responsible for the actions of their employees in cooperation with the Contractor.
1.1.3. The Website is a web page located at planohero.com. The Website may contain information about the services' content, terms and conditions, price and payment procedure, etc.
1.1.4. Acceptance is the User's full and unconditional consent to the terms of this Offer by performing any active or passive actions on the Website (including viewing the Website) and/or by making an advance payment for the services provided by the Contractor and posted on the mentioned Website. The User must read this Offer and, in case of disagreement with the terms, refrain from taking any actions aimed at continuing to use the Website, the Software, and ordering the Contractor's services. By agreeing to the conditions and accepting the terms of this Offer, the User certifies and warrants to the Contractor that he enters into the contract (Offer) voluntarily, while he has thoroughly read the terms of the Offer, fully
understands the subject matter of the contract (Offer), he has all the rights and powers necessary to sign and execute the contract (Offer).
1.1.5. The Software is the "PlanoHero" service, which is used to automate the planogramming process from creating planograms to controlling the layout in the store. The Software is located at planohero.datawiz.io.
1.1.6. Services are comprehensive data processing services provided by the Contractor by giving the User access to the functionality of the Software. Information about the Services is contained in the relevant sections or pages of the Website.
1.1.7. The Tariff (Pricing Plan) is the cost of the Services the Contractor provides during the Billing Period. The current Tariffs (Pricing Plans) are posted in the relevant tab on the Website.
1.1.8. The Billing Period is the period of providing the Services under the Tariff (Pricing plan) selected and paid by the User. The Billing Period begins on the day the User pays the selected Tariff (Pricing plan).
The Billing Period of 1 (one) month means a period ranging from 28 to 31 calendar days - depending on the calendar month in which the Billing Period is paid for. For example, if the payment for the Services is submitted on January 16, the Billing Period will be considered 31 calendar days (since there are 31 calendar days inJanuary). A Billing Period of 1 (one) year means 365 or 366 calendar days - depending on the calendar year in which the Billing Period is paid for.
1.1.9. Content means any graphic, video, audio, textual materials, components, titles, names, objects, characters, proper names, slogans, graphs, data tables, etc.
1.1.10. The current legislation of Ukraine defines other definitions used in this Offer. If there is no definition of the relevant term in the legislation, its meaning shall be interpreted by the commonly used rules of ordinary business practice.
2. PROCEDURE FOR THE PROVISION OF SERVICES
2.1. Connection to the Software
2.1.1. After paying for the Services (following the selected Tariff (Pricing Plan) and Billing Period), the User gets access to the Software.
2.1.2. The User is provided with online support for connecting to the Software. Online support is provided on the Contractor's working days (Mon-Fri) from 9 a.m. to 6 p.m. The User connects to the Software during the paid Billing Period.
2.1.3. When connecting to the Software, a User account is created.
2.1.4. After the User is connected to the Software, they can use the available functionality of the Software according to the chosen Tariff (Pricing Plan).
2.1.5. The Software functionality may be updated or changed by the Contractor occasionally without the User's consent.
2.1.6. The Software is provided "as presented" without any warranties and conditions. In particular, the User should understand that the Software may operate with failures or errors. The Contractor does not provide direct or implied guarantees regarding the absence of failures and mistakes. In addition, the Contractor does not make any statements regarding the accuracy or reliability of the use of the materials posted on its Website and Software.
2.1.7. The User is solely responsible for the use of the Software. In case of non-use of the Software (fully or partially), the User has no right to demand a refund of the paid funds.
2.2 Requirements for the User
2.2.1. To use the Software, the User shall have access to the Internet. The User understands and agrees that their mobile or Internet/roaming provider (operator) may apply rates and tariffs for their services and establish appropriate rules. The network operator may prohibit or limit the downloading, installation, or use of the Software. As a result, not all functions of the Software may work with the network provider or on the particular device. This circumstance is not a ground for a refund to the User. At the same time, the Contractor strongly urges you to report relevant situations.
2.2.2. To use the Software, the User needs specific minimal technical and system requirements. The User can find such hardware and software equipment requirements by previously contacting the Contractor. The User must ensure that their hardware and software equipment meets the relevant requirements before paying for and using the Software.
2.2.3. The User is prohibited from uploading to the Software any viruses or other computer codes, files, or programs designed to interrupt, destroy, or limit the functionality of any computer or telecommunications equipment or programs for unauthorized access, etc.
2.3. Acceptance and Transfer of Services
2.3.1. If the User does not provide the Contractor with reasoned written comments on the Services provided within 1 (one) calendar day from the end of each paid monthly Billing Period, then the Services for this period are considered to have been provided properly and in full.
2.3.2. If the User has paid for a Billing Period of more than 1 (one) month (for example 6 months, one year, etc.), then the absence of reasoned written comments from the User within 1 (one) calendar day from the end of each month of this paid Billing Period confirms the proper and full provision of services by the Contractor for the specified month.
2.3.3. Signing of service acceptance acts under this Offer is not envisaged; however, additional acts signing is possible with the Parties' mutual agreement.
3. PAYMENT PROCEDURE
3.1 Price of services and payment procedure
3.1.1 The price of the Services depends on the Tariff (Placing plan) chosen by the User. The cost of the services in the relevant Tariff (Pricing plan) is indicated by the Contractor in the corresponding tab on the Website.
3.1.2. Payment for the Services shall be made in a non-cash form via one of the following methods available on the Website: payment through payment systems (Fondy, LiqPay, Wayforpay, Privat24, Apple Pay, Google Pay, Visa Checkout and Masterpass, etc.) or payment to the bank account of the Contractor (by agreement with the Contractor).
3.1.3. By making a payment through an electronic payment system, the User confirms that they are familiar with the terms and conditions of the relevant system.
3.1.4. The User may be charged a commission for making a payment by the tariffs provided by the banking institution, electronic payment system.
3.1.5. Payment for the Services shall be made exclusively by making a 100% prepayment for the upcoming Billing Period. The User independently selects the Billing Period available for payment (for example, a month or a year) and pays its price.
3.1.6. The relevant Service is considered paid by the User from the moment the Contractor receives a confirmation from a banking institution or electronic payment system that the payment has been received on the Contractor's bank account.
3.2. Automatic subscription
3.2.1. The User is automatically subscribed to the Software at the moment of the first payment.
3.2.2. Automatic subscription means that upon the expiration of the paid Billing Period, the User is automatically charged for the next similar Billing Period.
3.2.3. The automatic subscription is valid until canceled by the User. The User can cancel the automatic subscription in the appropriate tab of the Software. If the User has not withdrawn the automatic subscription before the expiration of the paid Billing Period, they automatically authorize the Contractor to charge the fee for the next similar Billing Period. In case of cancellation of the automatic subscription, the User may use the Software until the end of the already paid Billing Period and has no right to demand a refund of the paid funds.
3.2.4. If the User has indicated several payment methods (several payment cards or bank accounts) in the relevant tab of the Software, they agree to automatic withdrawal by any payment method (for example, if there are no funds in the first payment method, payment is charged from the second payment method).
3.2.5. If the User does not have enough funds for automatic withdrawal for the next Billing Period or the User cancels the automatic subscription, the Contractor has the right to suspend and/or terminate the User's access to the Software. In case of termination of the User's access to the Software, the Contractor has the right to delete their data after 6 (six) months ( the User's data storage period).
3.3. The price change
3.3.1 The Contractor has the right to change the prices for the Services and the relevant Tariffs (Pricing plan).
3.3.2. The current (updated) price of the Services is indicated in the corresponding tab on the Website.
3.3.3 The Contractor notifies the current User (who has a paid Tariff (Pricing plan)) of the price change no later than 7 (seven) calendar days before the new prices come into effect. The notification is sent in any possible way (notification in the Software, notification by e-mail or phone number, notification in the messenger, etc.)
3.3.4. Prices for services for the already paid Billing Period (until the end of this Billing Period) are not subject to change.
3.3.5. If the User disagrees with the new prices, they have the right to cancel the automatic subscription following the rules outlined in the section above.
3.4. Discounts, promotional codes, and promotions
3.4.1. The Contractor has the right, from time to time, to establish various discounts and promotions on the prices of the Services and issue promotional codes that give a discount on prices.
3.4.2. The Contractor notifies the Users of the introduction of discounts, promotional codes, and promotions in any available way.
3.4.3. The Contractor independently chooses the terms, conditions, validity period, and procedure for providing discounts, promotional codes, and promotions.
3.5. Refunds
3.5.1. As the User gains access to the Software at the moment of payment, a refund is not provided at the User's request.
3.5.2. A refund for the unused but paid by the User Billing Period is possible only if the Contractor refuses to provide the Services on its own initiative (for example, in case of inability to continue further operation of the Software, etc.). In this case, the Contractor notifies the User of the termination of the Services and refunds the unused funds within 30 (thirty) calendar days. Refunds are made to the details of the card/account from which the payment for the Services was made.
4. INTELLECTUAL PROPERTY
4.1. Intellectual Property Rights to the Software and the Contractor's Content
4.1.1. All intellectual property rights to the Software and the Website belong to the Contractor.
4.1.2. All intellectual property rights to the Content posted by the Contractor on the Software and/or on the Website belong to the Contractor or the relevant copyright holders who have authorized the Contractor to use such Content (hereinafter referred to as the Contractor's Content).
4.1.3. In any case, the User shall not be alienated from any intellectual property rights to the Software, the Website, or the Content posted on the Software or created by the Contractor in the Software. The User has the right to use such objects solely to receive services the Contractor provides. The right to use objects means that the Contractor grants the User a non-exclusive, revocable license without the right to transfer to third parties to use the Software within the available functionality and following its functional purpose. Such a license is valid for the paid Billing Period.
4.1.4. All rights to the Contractor's Content, the Software, and the Website are protected by the current legislation in the field of intellectual property. The Contractor's Content, the Software, and the Website are protected by copyright and other intellectual property laws worldwide.
4.1.5. The User has no right without the prior written permission of the Contractor to copy, distribute, moderate, edit, modify, change the functionality, decompile, transfer to third parties, or otherwise illegally use the Contractor's Content, the Software, or the Website (as well as their components) in any way, unless such actions are openly and expressly permitted by the functionality of the Software or the Website.
4.1.6. At the Contractor's request, the User must immediately stop infringement of the Contractor's copyrights.
4.1.7. If the relationship between the Parties is terminated, the User must immediately delete all the Contractor's Content that the User illegally stores.
4.2. Intellectual property rights to the User's Content
4.2.1. All intellectual property rights to the Content uploaded by the User while using the Software belong to the User.
4.2.2. By uploading the Content to the Software, the User confirms that they have the right to use the relevant Content (including intellectual property rights, licenses, permits, trademarks, etc.) and that they do not in any way violate the intellectual property rights of third parties.
4.2.3. By uploading the Content to the Software, the User automatically grants the Contractor a valid everywhere (geographically unlimited), irrevocable, non-exclusive right to collect, process, use, display, copy, duplicate, reproduce, edit the relevant Content. These rights are granted for proper provision of services by the Contractor to the User. The User gives these rights to the Contractor free of charge (without payment of remuneration) and without executing an acceptance-transfer act.
4.2.4. Besides the above, the Contractor has the right to use the Content and information uploaded by the User to the Software to prepare advertising materials, articles, reports, analyses, statistics, etc. The User grants these rights to the Contractor free of charge (without payment of remuneration) and without executing an acceptance-transfer act.
4.2.5. The Contractor has the right to remove the User's Content from the Software if such Content violates the intellectual property rights of third parties or if the User has not provided the Contractor with evidence of the relevant rights to the User's Content, as well as if such Content violates the law or morality.
4.3. Intellectual property rights to the Content created in the Software
4.3.1. All intellectual property rights to the Content that may be created while working with the Software belong to the Contractor.
4.3.2. The User has the right to use the Content created in the Software solely during the validity period of the paid Billing Period and solely to receive the Services.
4.3.3. The User has no right to use the Content created in the Software to disclose the methods, concepts, algorithms, and know-how of the Contractor, improve them, or benefit from services that may compete with any services of the Contractor.
5. PRIVACY POLICY
5.1. By accepting the terms of this Offer, the User grants the Contractor the right to process personal data and agrees to the Website's Privacy Policy, which is posted in the relevant section on the Website.
5.2. The User is notified that by clicking on some links posted on the Website or in the Software, the User may be redirected to the websites/applications of other companies where information about the Users is processed without the Contractor's participation. In this case, the Privacy Policies of the respective websites and/or applications of third parties will regulate the procedure for processing information received from Users by these third parties.
6. RESPONSIBILITY OF THE PARTIES
6.1. The Parties are responsible for non-fulfillment or improper fulfillment of obligations under this Agreement following the current legislation of Ukraine.
6.2. The Contractor is not responsible under any circumstances for:
6.2.1. any direct or indirect losses of the User, including loss of profit, income or inability to receive the expected income, etc., arising from using the Services and/or the Software.
6.2.2. inconsistency of the content of the Service and/or the Software with any expectations of the User.
6.2.3. receiving any result or receiving a result that does not meet the User's expectations since the success of the User's experience with the Software depends on many factors for which the Contractor is not responsible.
6.2.4. decisions made by the User and/or any third parties based on information received while using the Software.
6.2.5. malfunctions of the Website or the Software caused by technical failures in the server operation, equipment, software, etc. The Website and the Software may be temporarily, partially, or completely unavailable due to maintenance or any other technical reasons without informing the User and without compensation for damages.
6.2.6. use and posting of the Content on the Software by the User. In the case of a claim or court application by third parties regarding the infringement of intellectual property rights regarding such content, the User must reimburse the Contractor for losses and moral damages caused by the User's actions.
6.3. In any case, the total liability of the Contractor for any claims and/or complaints may not exceed the amount of payment paid by the User to the Contractor for the relevant Billing Period in which the violation was committed.
6.4. The User assumes the risks of not receiving profits and the risks of possible losses associated with the use of information obtained during the provision of the Services by the Contractor and/or during the use of the Software.
6.5. The User realizes that the procedure for providing the Services, its content, scope, etc. are determined by the Contractor at its sole discretion, the User unconditionally agrees with them. The User realizes that their expectations from the content of the Services may differ from the content of the Services established by the Contractor. The User agrees that they have no right to demand any compensation from the Contractor for moral, material damage, or harm caused to the User.
6.6. In case the User violates the rules established by this Offer and/or the rules for using the Software and/or any other rules posted in the relevant sections of the Website, the Contractor has the right to terminate and/or restrict the provision of the Services to the User (including termination of access to the Software) without a refund of the paid funds. The Contractor notifies the User in advance of any violations committed by the User.
6.7. The User is responsible for any violations committed by them that cause damage to the Contractor, including the amount of damage incurred, losses suffered, and lost profits.
6.8. In case the Contractor engages legal and judicial assistance to defend its violated rights, the User must compensate the Contractor for the costs of legal assistance, as well as paid court fees, payments, commissions, translation costs, etc. Compensation shall be provided if the User's guilt in the committed violation is proven.
7. FINAL PROVISIONS
7.1. Applicable law
7.1.1. This Offer is governed by and interpreted following Ukraine legislation. Ukraine's current legislation shall resolve issues not regulated by this Offer.
7.1.2. Considering that the Software is created to provide Services to entrepreneurs, enterprises, institutions and organizations, such Software is directly related to the User's business activities. The Software is not intended to meet the User's personal needs unrelated to business activities. In this regard, the relationship between the User and the Contractor is not subject to the provisions of consumer protection legislation.
7.1.3. Recognition by the court of any provision of this Offer as invalid does not entail invalidity or non-fulfillment of other provisions of this Offer.
7.2. Dispute resolution
7.2.1. The pre-trial dispute resolution procedure for the User's claims against the Contractor is mandatory. The period for consideration of the User's claim by the Contractor is 60 (sixty) days from the date of its receipt by the Contractor.
7.2.2. The pre-trial dispute resolution procedure for the Contractor's claims is not mandatory.
7.2.3. In case it is impossible to resolve disputes and disagreements through negotiations, such conflicts and disagreements shall be considered in the respective court at the respondent's location.
7.3. Entry into force and amendments to the Offer
7.3.1. This Offer enters into force from the moment of its publication on the Website and is valid until its withdrawal by the Contractor.
7.3.2. The Contractor has the right to make changes to the terms of this Offer at any time at its discretion. In case the Contractor changes the Offer, such changes shall enter into force from the moment the amended text of the Offer is posted on the Website, unless another period of entry into force of the changes is additionally specified upon such posting.
8. DETAILS OF THE CONTRACTOR
"PLANOHERO" LLC
legal entity identification code 42322540,
contact email: tonya@planohero.com,
contact phone number: +380 (96) 431 90 09.
