Terms of Service

Please read these terms of service carefully before using the services offered by Planhat. Customer must agree to this Agreement (as defined below) in full to use the Services.

1. DEFINITIONS

“Agreement” collectively refers to these Terms of Service and its appendices, the Order Confirmation and Planhat's Data Processing Agreement (”DPA”). Additionally, Authorized Users will be required to accept Planhat's Privacy Policy and Planhat’s Acceptable Use Policy;

“Authorized Users” means those individuals that Customer has authorized to use Planhat’s Services for the benefit of Customer, typically employees and consultants of Customer;

“Customer” means the entity subscribing to the Service, as identified in the Order Confirmation;

“Customer Data” refers to electronic data or information submitted by or for Customer to Planhat;

“Fee” means the amount Customer pays to access and use the Service as specified in the Order Confirmation;

“Order Confirmation” refers to an ordering document entered into between Customer and Planhat, referencing these terms;

“Planhat” refers to the Planhat group company providing the Service, specified in the Order Confirmation;

“Service(s)” refers to the subscription services for the Planhat Customer Success Platform and ancillary services as further described in Clause 2.1;

“Subscription Period” means the term of Customer’s subscription to the Service as specified in the Order Confirmation, and includes each subsequent renewal term, if any; and

“User” refers to any individual who uses Planhat’s Services (Customer’s Authorized Users and other users).

2. THE SERVICES

2.1 NATURE OF SERVICES

Planhat provides a Customer Success Platform offered as a subscription based Software as a Service (“SaaS”) for companies to manage their own customer processes. The Service is accessible through www.planhat.com, including related subdomains such as app.planhat.com, and through applications and includes any software, API, products, services, features, content, text, documents, descriptions, graphics, trademarks, service marks and logos made available by Planhat and used in connection with the Service.

2.2 AVAILABILITY

As a SaaS, Planhat’s Service availability is subject to several factors such as server availability and a User’s Internet connection. Planhat will use commercially reasonable efforts to make the Service available without interruptions, but the Service may be unavailable for reasons relating to availability of third party services, maintenance, business operations, security, legal compliance or other reasons. When possible, Planhat will use commercially reasonable efforts to notify Customer of any anticipated downtime unless there is a security, legal, or business related reason for not doing so.

Should the Service be unavailable for more than five (5) consecutive days following Customer providing written notice to Planhat, Planhat will issue a refund equal to the pro-rata length of the downtime, based on the current subscription. Please refer to Planhat’s SLA policy for additional information.

3. CUSTOMER DATA

3.1 LICENSE TO CUSTOMER DATA

Customer hereby grants Planhat a limited, non-exclusive, non-transferable right and license to use the Customer Data for the sole purposes of performing Planhat’s obligations under the Agreement; and providing required information in connection with audits or regulatory requests.

3.2 ANONYMIZED DATA AND SUGGESTIONS

Customer acknowledges and agrees that Planhat has the right to generate aggregate anonymous data based on Customer’s use of the Services. Planhat may use such data for any business purpose (including without limitation to develop and improve Planhat’s products and services and create and distribute reports and other materials). If Customer or an Authorized User shares a suggestion for improving or otherwise modifying Planhat’s Services or processes regardless of how it has been communicated (ex. when answering surveys, chat groups, meetings), Planhat also has the right to use, disclose, publish, incorporate in the Service, or otherwise use such suggestions, without compensating Customer or the individual sharing it.

3.3 CONSENTS

Customer confirms that it is Customer's obligation to inform its own customers and their users about Planhat’s use and processing of Customer Data and to ensure that such individuals have been informed and given their consent to Planhat’s use and processing when required and in accordance with applicable data protection legislation. The terms of the DPA shall apply to the extent Personal Data (as defined in the DPA) is included in the Customer Data.

3.4 EXPORT OF CUSTOMER DATA

Planhat will make regular back-ups of Customer Data in accordance with industry practice, but Customer is encouraged to export the data from time to time as additional back-up. Customer can export Customer Data in spreadsheet format from within the Service and/or exported using Planhat’s API. The Customer Data exportable through the API will include at least all customers, customer notes, custom fields, contact details and tasks scheduled in the Service, and data associated with those five categories of Customer Data including when the data was created, by which Authorized User it was created and what customer it relates to.

3.5 RELIABILITY OF CUSTOMER DATA

Customer agrees that it will supply Planhat with the information reasonably necessary to provide the Service. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer Data is deleted by Planhat in connection with termination of the Agreement or shortly thereafter.

4. TERM AND TERMINATION

4.1 TERM OF THE AGREEMENT

This Agreement enters into force on the subscription start date stated in the Order Confirmation and remains in force until the end date as specified in the Order Confirmation. The parties may not terminate the Agreement during the Subscription Period unless the Agreement is terminated by either party in accordance with this Clause 4. The Subscription Period will be automatically renewed for a new period corresponding to the latest Subscription Period, unless Customer or Planhat have canceled the Services at least sixty (60) days before the end of the Subscription Period or any subsequent renewal period.

4.2 TERMINATION FOR CAUSE

Planhat may suspend or terminate this Agreement if Customer has failed to pay Fees and more than fifteen (15) days have passed from the due date, after receiving at least one reminder from Planhat. A party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other party of a material breach if the breach remains uncured at the end of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4.3 CONSEQUENCES OF TERMINATION

After termination of this Agreement by Customer in accordance with Clause 4.2 or by Planhat for any other reason than Customer’s breach of this Agreement, Planhat will refund Customer any prepaid fees covering the remainder of the Subscription Period after the effective date of termination. Termination will not relieve Customer of its obligation to pay any Fees for the period prior to the effective date of termination.

5. PRICING, BILLING & PAYMENT

5.1 PRICING

Planhat subscriptions generally have three components to their pricing, a one-off integration fee, a fixed fee and a variable fee, based on number of accounts. The Fee and its components are outlined in the Order Confirmation. Customer will cover Planhat's pre-approved reasonable travel cost incurred in connection with this Agreement and the Services provided to Customer. Planhat will upon request submit supporting documentation for such costs.

5.2 BILLING

Fees are generally billed annually in advance as specified in the Order Confirmation. Fees are calculated based on records maintained by Planhat.

5.3 PAYMENT BY INVOICE

All amounts invoiced are due within thirty (30) days unless otherwise specified in the Order Confirmation or on the invoice.

5.4 PAYMENT BY CREDIT CARD

If paying by credit card, Customer authorizes Planhat to charge the credit card or bank account all Fees payable during the Subscription Period. Customer further authorizes Planhat to use a third party to process payments, and consent to the disclosure of payment information to such third party. If a payment is not successfully settled due to cancellation of a Credit Card, insufficient funds, chargeback or otherwise, Customer remains responsible for any amounts not remitted to Planhat and Planhat may, in its sole discretion, either (i) invoice Customer directly for the deficient amount (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement as set out in Clause 4.

5.5 LATE PAYMENTS

If Planhat AB is the contracting party as stated in the Order Form: In the event Customer fails to make timely payments when due under this Agreement, late payment interest will accrue on the annual rate set out in Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011 on combating late payments in commercial transactions. Statutory reminder fees may also be added. This does not affect Planhat’s right to suspend or terminate the Service in accordance with Clause 4.

If Planhat, Inc., is the contracting party as stated in the Order Form: In the event Customer fails to make timely payments when due under this Agreement, late payment interest will accrue on the annual rate of 8% over the Federal Reserve discount rate including any surcharge thereon. Statutory reminder fees may also be added. This does not affect Planhat’s right to suspend or terminate the Service in accordance with Clause 4.

5.6 TAXES

All amounts payable exclude any applicable taxes, fees, duties and charges. Customer will be responsible for payment of all taxes, fees, duties and charges, and any related penalties and interest, arising from the payment of any Fees hereunder.

6. INDEMNIFICATION

6.1 INDEMNIFICATION BY PLANHAT

Planhat agrees to defend, indemnify and hold Customer harmless (including, without limitation, from all damages, liabilities, settlements, costs and reasonable attorneys’ fees) from and against any claim against Customer arising from Customer’s use of Planhat’s Services as permitted herein, brought by a third party alleging that the Service infringes such third party’s patent, copyright or trademark. The indemnity in this clause shall not apply to the extent that any alleged infringement arises as a result of (i) Customer’s breach of the terms of this Agreement or any negligent, wilful or fraudulent act or omission by Customer, its officers, employees, agents or contractors; (ii) any additions or modifications made to the Service other than by Planhat or with Planhat's prior written approval; or (iii) the incorporation of Customer Data in the Services.

If Planhat receives information about an infringement claim related to the Service, Planhat may in its discretion (i) modify the Service so that it is can no longer be claimed to infringe, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate this Agreement upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions.

6.2 INDEMNIFICATION BY CUSTOMER

Customer agrees to defend, indemnify and hold Planhat harmless (including, without limitation, from all damages, liabilities, settlements, costs and reasonable attorneys’ fees) from and against any claims brought by a third party (a) claiming that any Customer Data or Customer’s use of Customer Data together with the Services infringes or misappropriates such third party’s intellectual property rights; or (b) relating to Customer’s use of the Services in an unlawful manner or in violation of the Agreement.

6.3 MITIGATION AND COOPERATION

The obligations under this Clause 6 will apply only if the party requesting compensation (a) gives the indemnifying party prompt written notice of the claim or loss; (b) uses reasonable efforts to mitigate the loss; (c) permits the indemnifying party to control the defence and settlement of the claim; (d) reasonably cooperates with the indemnifying party in the defence and settlement of the claim; and (e) provides evidence of the loss or claim as reasonably requested by the indemnifying party.

7. WARRANTIES

Both parties represent that they have entered into this Agreement validly and have the required authority to do so. Planhat warrants that this Agreement accurately describes the Services. Planhat further warrants that there will be no material decrease of Service functionality or performance during the applicable Subscription Period.

Customer acknowledges and agrees, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Customer is solely responsible for determining whether the use of Planhat is appropriate for its business.

EXCEPT AS DIRECTLY EXPRESSED HEREIN, PLANHAT MAKES NO WARRANTIES OF ANY KIND, WHETHER IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR COMMERCIAL PURPOSE. PLANHAT’S SERVICES ARE PROVIDED ‘AS IS’.

8. LIMITATION OF LIABILITY

8.1 LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY, ITS DIRECTORS', EMPLOYEES OR AGENTS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF ANY THEORY OF LIABILITY.

8.2 NO LIABILITY FOR INDIRECT LOSS

IN NO EVENT WILL EITHER PARTY, ITS DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY FOR INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFITS, REPUTATION OR GOODWILL OR BUSINESS INTERRUPTION) OR LOSS OF DATA, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT.

8.3 NO LIABILITY FOR THIRD PARTY ACTIONS

CUSTOMER AGREES THAT PLANHAT CANNOT CONTROL AND IS NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS CUSTOMER, UNLESS THE DAMAGE HAS OCCURED DUE TO PLANHAT’S GROSS NEGLIGENCE OR INTENT.

8.4 EXCLUSIONS TO LIMITATIONS

The limitations above shall not apply in the case of (a) death or personal injury caused by negligence; (b) fraudulent misrepresentation; or (c) any other liability which it is not lawful to exclude.

9. CONFIDENTIAL INFORMATION

Each party shall maintain the confidentiality of the other party's Confidential Information. Neither party shall reveal the Confidential Information of the other party nor, without the prior written consent of the other, use, disclose, copy or modify such information except for the purpose of performing its obligations under this Agreement. The parties shall take all precautions reasonably necessary to prevent an unauthorised disclosure or use of such information by employees or third parties. "Confidential Information" shall mean in relation to either party, information (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities which is not in the public domain and which: (i) either party has marked as confidential or proprietary, (ii) either party, orally or in writing has advised the other party is of a confidential nature, or (iii) due to its character or nature, a reasonable person in a like position to the recipient of such information under this Agreement, and under like circumstances would treat as confidential.

10. INTELLECTUAL PROPERTY

Where the Customer’s use of the Service requires that Customer downloads, integrates and/or distributes elements of the Service as part of Customer’s offering, Customer is granted a limited, revocable, non-exclusive, non-transferable, license, during the term of this Agreement to copy, integrate, display, perform, distribute and use the Service together with Customer’s offering and in no event on a standalone basis. Customer will not decompile, disassemble, reverse engineer or otherwise attempt to reconstruct the Services.

Planhat grants Customer the right to use the Service and related intellectual property such as Planhat’s trademarks, in accordance with this Agreement. The Service and related intellectual property is the property of Planhat or its licensors (if any), and Planhat retains all ownership rights to it. Customer agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Service in whole or in part, by any means, except as expressly authorized in writing by Planhat. Customer agrees not to use the Planhat trademark anywhere without Planhat’s prior written consent, which may later be revoked in Planhat’s sole discretion. All rights not expressly granted to Customer under this Agreement are hereby reserved.

Each Party agrees that the other Party may use its company name and trademarks in its marketing activities, provided that the marketing activities do not in any way reflect negatively on the Party referenced in the activity and the confidentiality obligations in Clause 9 are adhered to.

11. GOVERNING LAW AND DISPUTE RESOLUTION

If Planhat AB is the contracting party as stated in the Order Form: This Agreement shall be governed by the laws of Sweden, without regard to its conflict of laws principles. Both parties agree that any dispute arising from or relating to this Agreement will first try to be resolved amicably and in good faith. Should an amicable resolution not be possible, any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by a Swedish court of general jurisdiction.

If Planhat, Inc., is the contracting party as stated in the Order Form: This Agreement shall be governed by the laws of Delaware, without regard to its conflict of laws principles. Both parties agree that any dispute arising from or relating to this Agreement will first try to be resolved amicably and in good faith. Should an amicable resolution not be possible, any dispute, controversy or claim arising out of or in connection with this Agreement shall be brought in the state or federal courts located in New Castle County, Delaware, and the parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.

12. GENERAL PROVISIONS

12.1 ENTIRE AGREEMENT

This Agreement contains all the terms agreed between the parties regarding its subject matter, and supersedes all previous written or oral commitments, understandings or undertakings made between the parties.

12.2 ORDER OF PRECEDENCE

If there is a discrepancy between the different documents together forming the Agreement, the following order of precedence shall apply: 1. Order Confirmation; 2. DPA; 3. Terms of Service.

12.3 FORCE MAJEURE

Neither party shall be held responsible to the other for anything it may otherwise be responsible for, if it is the result of events beyond a party’s control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labour shortages (including lawful and unlawful strikes), embargoes, communication disruption, unavailability of payment processors, failure or shortage of infrastructure.

12.4 ASSIGNMENT OF RIGHTS

Either party may assign its rights and/or obligations under this Agreement to a successor in interest, whether by merger, sale of assets, or other agreements or operation of law, provided that the assignment cannot reasonably be expected to affect the provision of the Services or any of the terms of this Agreement. Except as provided in the foregoing, neither party shall assign this agreement without the other party’s prior written consent.

12.5 PERSONNEL

Each party is responsible for its personnel (including employees and contractors) and their compliance in relation to such party’s obligations under this Agreement.

12.6 AMENDMENTS

Planhat may amend this Agreement from time to time. When doing so, Planhat will update this page accordingly and inform Customer that there has been an amendment. If the changes are material and Customer does not agree to the changes, Customer may terminate this Agreement within fourteen (14) days of receiving the notice. Customer’s continued use of the Service after fourteen (14) days shall constitute acceptance of any such amendments.

12.7 NO RELIANCE

Customer warrants that it has not relied on any representation, undertaking, statement, or understanding which has not been stated expressly in this Agreement.

12.8 SEVERABILITY

If a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

12.9 SURVIVAL

The provisions of this Agreement, which by their nature and the context in which they appear, would reasonably be expected to survive termination or expiration of this Agreement, including, but not limited to, those relating to Warranties, Indemnities, Limitation of Liability, Confidentiality and Governing Law and Dispute Resolution, will survive its termination.

12.10 NON-WAIVER

Planhat reserves all rights afforded under this Agreement as well as under the provisions of any applicable law. Planhat’s non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

12.11 NOTICES

Notices, including legal notices, may be sent by electronic mail to the email addresses of the signatories of this Agreement, or another email address provided by the receiving party.

Appendix 1 | Specific Terms – AI

These additional AI Terms (“Planhat AI Terms”) apply to Customer’s access and use of any Planhat AI feature(s). These Planhat AI Terms form a part of the Terms of Service included in the Agreement between Customer and Planhat regarding the Service. Any capitalized terms used but not otherwise defined herein have the meaning set forth in the Terms of Service.

Please read these terms of service carefully before using the additional AI service offered within the Service. Customer must agree to this Planhat AI Terms in full to use Planhat AI.

1. DEFINITIONS

“Planhat AI” means any tools, features or functionality made available to Customer via the Planhat AI or Planhat platform (e.g., AI authorship and editing features) that utilize data models trained by machine learning and artificial intelligence, including but not limited to, tools for generating short-form or long-form content through prompting, editing of or extraction of information from existing content via prompting, and translation of existing or newly generated content.

2. SPECIFIC TERMS FOR PLANHAT AI

2.1 CONTENT

Customer may provide input to be processed by Planhat AI (“Input”), and receive output generated by Planhat AI based on any Input (“Output”). When using Planhat AI, Input and Output are Customer Data for purposes of the Agreement. Customer is solely responsible for the creation, development, content, operation, maintenance, use, and dissemination of Customer Data. Customer is solely responsible for ensuring that Customer’s Input, access to and use of Planhat AI, and Output will not (i) violate any applicable law or regulation; (ii) violate these Planhat AI Terms or the Agreement; or (iii) infringe upon, violate, or misappropriate any of Planhat´s rights or the rights of any third party.

Customer will not provide Input or attempt to generate Output through Planhat AI that consists of any sensitive information (as defined in the General Data Protection Regulation).

2.2 OWNERSHIP OF CUSTOMER DATA

Customer’s access to or use of Planhat AI does not grant Planhat any right or license to use or share Customer Data in a manner that is inconsistent with the Agreement unless otherwise agreed to by Customer.

Customer acknowledge that due to the nature of machine learning, Output may not be unique and Planhat AI may generate the same or similar output to Planhat or other third parties. Responses that are requested by and generated for other users are not considered Customer Data.

2.3 CONDITIONS FOR USAGE

When using Planhat AI, Customer must not:

• use Output to develop models that compete with Planhat; or

• represent that Output was human-generated when it is not.

Planhat AI is enabled by Microsoft Azure Open AI. By accepting these Planhat AI Terms Customer is committing to using Planhat AI in a manner that doesn't violate Microsoft’s Code of conduct for Azure OpenAI Service.

2.4 DISCLAIMER OF WARRANTIES

PLANHAT DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PLANHAT AI OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH PLANHAT AI. CUSTOMER UNDERSTANDS AND AGREE THAT ANY CONTENT OR OUTPUT OBTAINED THROUGH THE USE OF PLANHAT AI IS PROVIDED “AS-IS” AND OBTAINED AT CUSTOMER’S SOLE RISK. CUSTOMER SHOULD NOT USE OR RELY ON PLANHAT AI OUTPUT WITHOUT EVALUATE THE ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER’S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT, AS ANY OUTPUT MAY CONTAIN MATERIAL INACCURACIES OR UNVERIFIED INFORMATION DUE TO THE NATURE OF MACHINE LEARNING OR CHANGES TO THE DATA MODEL AND/OR THE UNDERLYING DATA AFTER AN OUTPUT IS GENERATED. NO INFORMATION, ADVICE, OR OTHER CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM PLANHAT OR THROUGH PLANHAT AI SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN, AND PLANHAT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT WILL PLANHAT’S TOTAL LIABILITY TO CUSTOMER FOR ANY DAMAGES, LOSSES OR CAUSES OR ACTIONS, IN AGGREGATE, ARISING FROM OR RELATING TO PLANHAT AI, CUSTOMER’S USE OF PLANHAT AI, OR THE PLANHAT AI OUTPUT EXCEED $100.00. PLANHAT AI IS SUPPLEMENTAL TO THE SERVICES BEING OFFERED UNDER THE AGREEMENT, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN CUSTOMER’S AGREEMENT, PLANHAT DOES NOT MAKE ANY WARRANTY REGARDING THE AVAILABILITY OR UPTIME OF PLANHAT AI AND MAY DISCONTINUE OR MODIFY PLANHAT AI AT ANY TIME IN ITS SOLE DISCRETION.