These Terms of Service govern access to and use of Planhat’s Services. They form an agreement between the Planhat entity identified in the Order Confirmation and the customer identified in it, together with the other documents listed in the definition of Agreement in Section 1.

Please read these Terms of Service carefully before using the Services.

1. DEFINITIONS

"Acceptable Use Policy" means Planhat's acceptable use policy published at planhat.com/legal/acceptable-use-policy, as may be updated from time to time in accordance with Section 14.4;

"Action" means an operation performed by an Agent, including creating or modifying data, sending Communications, invoking tools and acting on a Third-Party Tool, but not Output;

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, for so long as such control exists, where control means ownership of more than 50% of the voting interests of the entity. An entity is not an Affiliate by reason only of being under common ownership or control with a party through a private equity firm, investment fund, sovereign wealth fund or other financial investor;

"Agent" means an AI Feature that autonomously or semi-autonomously performs Actions on Customer's behalf, whether triggered by a User, a schedule, an event or another Agent;

"Agreement" collectively refers to these Terms of Service and their appendices, the Order Confirmation and the DPA, the Acceptable Use Policy, any applicable product-specific terms and any rider attached to the Order Confirmation, each of which is incorporated into and forms part of this Agreement.

"AI Configuration" means the settings by which Customer determines how AI Features operate, including agent definitions, instructions, prompts, rules, guardrails, approval settings, triggers and permissions, but excluding any template, system prompt, guardrail, agent definition or other component provided by Planhat, except to the extent Customer modifies it;

"AI Content" means Input, Output and Memory;

"AI Feature" means any part of the Services that uses artificial intelligence, being a machine-based system that infers from input how to generate outputs such as predictions, content, recommendations, classifications, decisions or actions. AI Features include Agents and will change over time;

"Authorised Users" means those individuals that Customer has authorized to use Planhat's Services for the benefit of Customer or its Affiliates as permissible under this Agreement, typically employees and consultants of Customer or its Affiliates;

"Beta Features" means any feature or functionality that Planhat makes available to Customer and identifies as beta, pilot, preview, early access, non-production or by a similar description;

"Communications" means emails, messages and other electronic communications sent to third parties by or on behalf of Customer using the Services;

"Confidential Information" has the meaning ascribed to it in Section 8 (Confidential Information);

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

"Customer-Connected Model" means an artificial intelligence model or endpoint procured or operated by Customer, or by a third party on Customer’s behalf, that Customer connects to the Services or permits an AI Feature to use. A Customer-Connected Model is a Third-Party Tool;

"Customer Data" refers to electronic data or information submitted by or for Customer to the Services, and content created by Customer or its Authorised Users in the Services, including emails and other output, and AI Content. Customer Data does not include Usage Data or Aggregated Data (as defined in Section 5.5);

"Customer Materials" means materials, other than Customer Data, that Customer provides, uploads or submits in connection with the Services;

"Documentation" means Planhat's then-current published product and technical support documentation for the Services, including the help centre and developer documentation;

"DPA" means Planhat’s Data Processing Agreement published at planhat.com/legal/dpa, as may be updated from time to time, or another data processing agreement separately executed between the parties, either of which apply only to the extent any Personal Data (as defined in the DPA) is included in Customer Data;

"EU AI Act" means Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, as amended or replaced from time to time;

"Evaluation Services" means Services made available by Planhat for evaluation purposes, including free trials, proofs of concept and non-production sandbox environments, but excluding a sandbox or test environment provided as part of a paid subscription as identified in the Order Confirmation;

"Fee(s)" means the amount Customer pays to access and use the Service as specified in the Order Confirmation;

"Input" means anything Customer or an Authorised User provides to an AI Feature, or that an AI Feature accesses under Customer's AI Configuration, and includes AI Configuration;

"Memory" means context derived from Customer Data that the Services retain for Customer in order to improve how AI Features operate for Customer;

"Model Provider" means a third party providing an artificial intelligence model, or a platform through which such a model is accessed, used by Planhat to deliver an AI Feature. Planhat identifies its Model Providers in its sub-processor list;

"Order Confirmation" refers to an ordering document entered into between Customer or a Customer Affiliate and Planhat, referencing these terms;

"Output" means anything an AI Feature generates and returns based on Input, but not Usage Data;

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

"Professional Services" means implementation, configuration, integration, training or other services described in the Order Confirmation or a statement of work;

"Scope of Use" means the permitted extent of Customer's use of the Services as specified in the Order Confirmation, including the number of Authorised Users, accounts, any AI usage allowance and any other applicable volume or usage metric;

"Security Statement" means Planhat's published description of its technical and organisational security measures, published at planhat.com/legal/security-statement, as may be updated from time to time in accordance with Section 5.4;

"Services" refers to the subscription services for the Planhat Customer Management Platform and ancillary services as further described in Section 3.1 (Nature of the Services);

"Subscription Period" means the term of Customer's subscription to the Service as specified in the Order Confirmation. At a subsequent renewal, such renewal term shall constitute a new, separate Subscription Period, if any;

"Third-Party Tools" means products, services or applications provided by third parties which Customer elects to use with the Services, including where Planhat makes the integration available as part of the Services. The infrastructure, hosting, Model Providers and other subcontractors and suppliers Planhat engages to provide the Services are not, in that capacity, Third-Party Tools;

"Usage Data" means data and information generated or collected by Planhat through the operation and Customer use of the Services that describes how the Services are accessed, configured and used, including events, logs, telemetry, performance, volume, error and diagnostic data, and records of AI Features and Agent activities. Usage Data does not include Customer Data, Customer Materials, Memory, AI Configuration, or the content of any record, field, message or document in the Services; and

"User" refers to any individual who uses Planhat's Services (Customer's Authorised Users and other users).

2. AGREEMENT

2.1 DOCUMENTS FORMING THIS AGREEMENT

This Agreement consists of the documents identified in the definition of Agreement in Section 1. Each document incorporated by reference is available at the location stated in that definition and applies as published or attached on the Subscription Period start date, subject to Section 14.4. The order of precedence between those documents is set out in Section 14.2.

2.2 PRODUCT-SPECIFIC TERMS AND OTHER OFFERINGS

Certain features and offerings may be subject to product-specific terms, which apply in addition to these Terms of Service for their specific subject matter. Planhat may make other offerings available which are subject to separate terms identified at the point of purchase; this Agreement governs Customer’s use of the Services.

2.3 CONTRACTING ENTITY

The Planhat group company contracting with Customer is identified in the Order Confirmation. Where these Terms of Service provide separately for Planhat AB and Planhat, Inc., the provisions applicable to the entity identified in the Order Confirmation apply and the others do not.

2.4 CUSTOMER AFFILIATES

Unless the Order Confirmation states otherwise, each Order Confirmation covers a single instance of the Services. Customer's Affiliates may use the Services under Customer's Order Confirmation, using that instance. Customer is responsible for the acts and omissions of any Affiliate using the Services under its Order Confirmation as if they were Customer's own, and Planhat will invoice only Customer. Affiliates using the Services under Customer's Order Confirmation acquire no rights under this Agreement and may not bring any claim against Planhat under it. Customer may bring a claim in respect of loss suffered by such an Affiliate as if the loss were Customer's own.

Customer warrants that it has authority to bind, and has bound, any Affiliate that uses the Services under its Order Confirmation to the obligations and restrictions that apply to that Affiliate’s use of the Services under this Agreement, including the DPA, and will ensure that those Affiliates comply with them.

Unless the Order Confirmation states otherwise, where an Affiliate requires its own instance of the Services it must enter into its own Order Confirmation referencing applicable terms. By doing so, that Affiliate becomes party to a separate agreement with Planhat as if it were named as Customer. Each such agreement is independent: neither Customer nor the Affiliate is responsible for the other's obligations, termination of one does not affect the other, and the limitations in Section 12 (Limitation of Liability), as expressed in each applicable terms of service, apply separately to each.

2.5 ACCEPTANCE

Customer accepts this Agreement by signing an Order Confirmation referencing it or by accessing or using the Services. Where an individual accepts this Agreement on behalf of an entity, that individual represents that they have authority to bind the entity.

3. THE SERVICES

3.1 NATURE OF THE SERVICES

Planhat provides a Customer Management Platform, offered as a subscription based Software as a Service ("SaaS") comprising multiple solutions for companies to manage their own customer processes. The Services are accessible through planhat.com, including related subdomains such as ws.planhat.com, and through any other websites, applications (including mobile or desktop applications), or platforms made available by Planhat from time to time, and include 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.

AI Features form part of the Services. Provisions of this Agreement which refer to AI Features apply only to the extent Customer uses AI Features.

3.2 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 Services available without interruptions, but the Services 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.

If the Services are unavailable for more than five (5) consecutive days following written notice of the unavailability from Customer, Planhat will refund a pro-rata portion of the Fee corresponding to the period of unavailability.

Planhat’s approach to availability is described in the SLA Policy at planhat.com/legal/sla-policy.

Notwithstanding this Section 3.2 and any Extended SLA or other service level agreement, unavailability of AI Features resulting from the failure, degradation, suspension or rate limiting of a Customer-Connected Model or Third-Party Tool is excluded from any availability target, from the calculation of downtime, and from any service credit or refund.

Except as set out in this Section 3.2, Planhat gives no commitment as to the availability of the Services.

3.3 CHANGES TO THE SERVICES

Planhat may modify, add to or improve the Services from time to time.

Planhat warrants that there will be no material decrease of overall functionality during the applicable Subscription Period. Planhat may retire, replace or discontinue individual features, and doing so is not a material decrease of overall Service functionality provided that the Services continue to serve substantially the same purposes.

The commitment in the preceding paragraph does not apply to: (a) Evaluation Services and Beta Features; (b) changes required in order to comply with applicable law; (c) changes resulting from a Third-Party Tool ceasing to interoperate with the Services, or from a change made by a third-party provider, outside Planhat’s reasonable control; or (d) changes stated in any product-specific terms. Planhat may change the models and components used to deliver an AI Feature, and may replace an AI Feature with one serving substantially the same purpose. Such a change is not a material decrease of overall Service functionality, provided that Planhat will not make it in a way that materially reduces the functionality of the AI Features taken as a whole.

A change of Model Provider is a change of sub-processor and is notified in accordance with the DPA. If Planhat materially decreases the overall functionality of the Services and does not make available functionality serving substantially the same purpose within a reasonable period, Customer’s sole and exclusive remedy is to terminate the affected Services on written notice and receive a refund of prepaid Fees covering the remainder of the Subscription Period.

Where Customer subscribes to a package, feature set or usage limit that Planhat no longer offers generally, the features, limits and support applicable to it may differ from those described in the then-current Documentation. Planhat may move Customer to its then-current equivalent offering provided that such move may not increase the total Fees payable without Customer’s prior written approval.

3.4 DOCUMENTATION

Planhat makes the Documentation available to Customer and may update it from time to time to reflect the then-current Services. The Documentation does not form part of this Agreement.

3.5 PROFESSIONAL SERVICES

Where the Order Confirmation provides for Professional Services, Planhat will perform them with reasonable care and skill and in accordance with the scope stated in the Order Confirmation or the applicable statement of work referencing these Terms of Service. Any change to that scope requires the written agreement of both parties. Planhat retains all intellectual property rights in any methodology, know-how, tooling or deliverable created in the course of providing Professional Services, excluding Customer Data and Customer Materials and grants Customer a right to use such deliverables in connection with its use of the Services during the Subscription Period.

3.6 BETA FEATURES

Planhat may make Beta Features available to Customer at its discretion, subject to any additional terms Planhat specifies for them. Beta Features are not generally available, may be inoperable or incomplete, may contain errors, and may never be released generally. Planhat may modify, suspend or withdraw Beta Features, or Customer's access to them, at any time without liability, and Customer's access terminates automatically on release of a generally available version. Notwithstanding anything else in this Agreement, Beta Features are provided as is and Planhat gives no warranty, indemnity, service level commitment or support in respect of them. Customer's use of Beta Features is voluntary and at Customer's own risk. Information about Beta Features, including their performance, is Planhat's Confidential Information.

3.7 EVALUATION SERVICES

Planhat may make Evaluation Services available to Customer for the period Planhat specifies, and may modify, suspend or withdraw them at any time. Notwithstanding Sections 10, 11 and 12, Evaluation Services are provided as is, without warranty of any kind, and Planhat has no indemnification obligation in respect of them. Notwithstanding Sections 12.2 and 12.3, Planhat’s total aggregate liability arising out of or relating to Evaluation Services will not exceed EUR 1,000.

Customer Data entered into Evaluation Services may be permanently deleted at the end of the evaluation period, Planhat has no obligation to retain, migrate or recover it and Section 5.7 and 5.8 shall not apply to it. Customer is responsible for exporting any Customer Data it wishes to retain before that date. The DPA applies to any Personal Data processed in Evaluation Services.

3.8 SUBCONTRACTORS

Planhat may engage subcontractors, suppliers and Affiliates to perform its obligations under this Agreement. Planhat remains responsible for the acts and omissions of any subcontractor, supplier or Affiliate it engages to the same extent as for its own, and for having appropriate written agreements in place with them, in each case subject to Section 12 (Limitation of Liability) and, in respect of the processing of personal data, to the DPA.

4. USE OF THE SERVICES

4.1 SUBSCRIPTION AND SCOPE OF USE

Subject to this Agreement and payment of the Fee, Planhat grants Customer a non-exclusive, non-transferable, non-sublicensable, right during the Subscription Period to access and use the Services for the internal business purposes of Customer and its Affiliates, within the Scope of Use. No copy of the software underlying the Services is delivered to Customer and, except as set out below, no rights in it are granted. Customer must not exceed the Scope of Use except in accordance with Section 6.3 (Scope of Use Overage and AI Usage).

Where Planhat makes an application available for installation on a device, Planhat grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use it, during the Subscription Period, on devices controlled by Customer, its Affiliates, or their Authorised Users and solely by Authorised Users to access the Services. Customer must not modify, copy other than as necessary for installation and use, or distribute the application. Sections 4.3 (Acceptable Use) and 4.4 (Protection of the Services) apply. Planhat may update the application automatically, and where it is obtained through an app store, that store's terms also apply.

4.2 AUTHORIZED USERS AND ACCOUNT SECURITY

Customer is responsible for configuring the Services and for all acts and omissions of its Authorised Users in relation to the Services. Any act or omission by an Authorised User that would constitute a breach of this Agreement by Customer is deemed a breach by Customer. Customer must keep access credentials confidential, must not permit credentials to be shared between individuals, and must notify Planhat promptly on becoming aware of any unauthorised access to its account. Customer acknowledges that its Authorised Users must accept Planhat’s privacy policy (planhat.com/legal/privacy-policy) to access the Services.

4.3 ACCEPTABLE USE

Customer and its Authorised Users must comply with the Acceptable Use Policy at all times when using the Services, which includes the acceptable use policies of Model Providers as applicable from time to time.

Customer must not, and must not permit any User to: (a) make the Services available to, or use the Services for the benefit of, anyone other than Customer, its Affiliates, and their Authorised Users; (b) use the Services to store or transmit unlawful, infringing or malicious material; (c) circumvent any guardrail, approval requirement or permission scope applicable to an AI Feature; (d) give an Agent permissions exceeding those Customer holds, or use an Agent to perform an action Customer may not perform itself; (e) represent Output as human-generated, reviewed or approved when it is not, or as endorsed by Planhat or a Model Provider; (f) remove, suppress or obscure any identification of artificial intelligence involvement presented by the Services; or (g) use an AI Feature in a manner prohibited by, or outside the scope permitted by, Section 4.8 (AI Act Roles and Permitted AI Use); except in each case to the extent such restriction is prohibited by applicable law.

Where an Action would result in a decision about an individual that produces legal effects concerning that individual or similarly significantly affects them, Customer must ensure the decision is taken in accordance with applicable law on automated decision-making, including Article 22 GDPR where it applies. Customer must not use an AI Feature or Agent to take such decisions unless Customer is able to meet those requirements. Customer is responsible for determining which other Actions require human approval and for configuring its Agents accordingly.

4.4 PROTECTION OF THE SERVICES

Customer must not permit direct or indirect access to or use of the Services in a manner that circumvents the Scope of Use or any usage limit stated in the Order Confirmation.

Customer must not, and must not permit any User to: (a) sell, resell, license, sublicense, distribute, rent or lease the Services; (b) interfere with or disrupt the integrity or performance of the Services or the data contained in them; (c) attempt to gain unauthorised access to the Services or their related systems; (d) copy, modify or create derivative works of the Services except as expressly permitted; (e) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct the Services; (f) access or use the Services in order to build a competing product or service, or for benchmarking or other competitive purposes; (g) use an AI Feature, Output or an Action to develop or train any model competing with the Services or in a manner prohibited by a Model Provider's acceptable use policy; or (h) extract or infer model parameters, weights, algorithms or system prompts; except in each case to the extent such restriction is prohibited by applicable law.

4.5 CUSTOMER DEPENDENCIES

Customer will provide the information, access and cooperation reasonably necessary for Planhat to provide the Services. Planhat is not responsible for any failure or delay in performing its obligations to the extent caused by Customer's failure to do so.

4.6 COMPLIANCE WITH LAW

Planhat will comply with all laws and regulations applicable to Planhat in its capacity as a provider of the Services (without regard to Customer’s particular use of the Services, industry or operations). Planhat makes no representation that the Services comply with laws applicable to Customer's particular use, industry or jurisdiction.

Customer will comply with all laws and regulations applicable to Customer in its capacity as user of the Services and customer of Planhat. Customer is responsible for determining whether the Services meet the requirements of the laws applicable to Customer, including the laws of any jurisdiction from which Customer or its Authorised Users access the Services or in which Customer's own customers are located. Planhat has no obligation to monitor Customer’s compliance with laws applicable to Customer.

Each party will comply with applicable export control laws and economic sanctions regulations. Each party represents that it is not named on any applicable restricted-party list or otherwise subject to sanctions that would prohibit the other party from providing or receiving the Services, and that it has not offered or received any improper payment in connection with this Agreement.

4.7 AI FEATURES AND AGENTS

An AI Feature will not permit an Authorised User to access data or perform an operation that user's permissions do not allow, except where an Agent operates with permissions that Customer has given it. Customer is responsible for the permissions it gives an Agent and for making an Agent available to its Authorised Users. Where an Authorised User shares AI Content with another User, the Services do not re-apply those permissions to what has been shared, and Customer is responsible for that sharing. For AI Features specified by Planhat as configurable, Customer determines what the AI Feature may do through its AI Configuration.

Customer is responsible for its Agents, and for all Actions in its account, to the same extent as for its Authorised Users and their acts and omissions, except to the extent an Action is caused by Planhat’s breach of this Agreement.

The Services provide configuration and logging functionality for AI Features, as described in the Documentation. Planhat has no obligation to monitor Agent activity on behalf of Customer, except as required by applicable law. Planhat makes records of AI interactions and Agent activity available through the Services as described in the Documentation and will, upon Customer’s written request, provide information reasonably available to Planhat to support Customer in meeting its own regulatory obligations. Customer must notify Planhat without undue delay of any incident, malfunction or risk it identifies in the operation of an AI Feature.

Customer is responsible for the decisions it takes on the basis of information presented through the Services. Output and Actions may be inaccurate, incomplete or other than Customer intended, including where an AI Feature operates repeatedly or without a person reviewing each result. Customer is responsible for ensuring that Output and Actions are appropriately evaluated before being relied on or taking effect, including through human review.

4.8 AI ACT ROLES AND PERMITTED AI USE

As between the parties, and as those terms are defined in the EU AI Act, Planhat is the provider and Customer the deployer of the AI Features in respect of Customer's use. Each party is responsible for the obligations applicable to it in that role.

The parties agree and acknowledge that Planhat specifies that its AI Features are not to be changed into a high-risk AI system by Customer, except where the Documentation states otherwise. Planhat states the intended purpose of its AI Features in the Documentation.

Planhat states the intended purpose of its AI Features in the Documentation and, except where the Documentation states otherwise, specifies that its AI Features are not to be changed into a high-risk AI system.

Customer must not, and must not permit any User to, use or configure an AI Feature: (a) outside its intended purpose; (b) in a manner that would constitute a prohibited artificial intelligence practice under the EU AI Act, including by inferring emotions from biometric data in the workplace or in education or training; or (c) except where the Documentation states that the AI Feature is intended for the relevant use and the parties have agreed any additional terms in writing: (i) in relation to Customer's personnel or candidates, to evaluate, score, rank, compare or monitor them or their performance or behaviour, to allocate tasks based on individual behaviour or personal traits, or to make or materially inform decisions on recruitment, terms of employment, promotion or termination; or (ii) in any other manner that would make the AI Feature a high-risk AI system.

Where Customer uses or configures an AI Feature so that it becomes a high-risk AI system, or otherwise modifies its intended purpose to that effect, Customer is the provider of that system and is responsible for the obligations attaching to that role. Any assessment or statement by Planhat as to the classification of AI Features under the EU AI Act does not extend to any Customer-Connected Model.

4.9 THIRD-PARTY TOOLS

This Section applies to Third-Party Tools. It does not apply to the infrastructure, hosting, Model Providers and other subcontractors and suppliers Planhat uses to provide the Services, for which Planhat is responsible as set out in Section 3.8 (Subcontractors).

Customer's use of a Third-Party Tool is at Customer's own discretion and risk and is governed by, and Customer must comply with, Customer's terms with its provider. Planhat does not warrant or support Third-Party Tools, however described by Planhat, and is not responsible for the acts or omissions of their providers or for any disclosure, modification or deletion of Customer Data resulting from their access, except to the extent an Action is caused by Planhat’s breach of this Agreement. Planhat remains responsible for integration functionality that Planhat builds and makes available as part of the Services.

By enabling a Third-Party Tool, Customer instructs Planhat to transmit Customer Data to, and receive Customer Data from, that tool as required for the integration to operate. That instruction is Customer's documented instruction for the purposes of the DPA. Where Customer permits an AI Feature or Agent to access or act on a Third-Party Tool, that instruction extends to Customer Data transmitted to and received from that tool as required for an Action to be performed.

Planhat does not guarantee the continued availability of any integration and may cease to offer one that no longer interoperates with the Services, without refund or credit. If a Third-Party Tool must be removed, modified or disabled in order to avoid a breach of applicable law or of a third party's rights, Customer must do so promptly on notice; if Customer does not, or if Planhat reasonably judges the breach likely to recur, Planhat may disable the integration or the affected part of the Services.

4.10 CUSTOMER-CONNECTED MODELS

A Customer-Connected Model is a Third-Party Tool and Section 4.9 applies to it. This Section applies in addition.

Customer is responsible for selecting and configuring Customer-Connected Models, for their security, lawful use and regulatory compliance, and for verifying that they meet Customer's requirements as to security, data retention, model training and data residency.

Planhat's obligations in respect of Customer-Connected Models are limited to encrypting Customer Data in transit from Planhat's infrastructure to the endpoint using industry standard encryption, applying Customer's role-based access settings within the Services, and logging requests made through the connection on Planhat's side. Planhat's commitments in Sections 5.6(a) to (c) do not apply to a Customer-Connected Model or to any data transmitted to or received from it.

The provider of a Customer-Connected Model is not Planhat's sub-processor, and Planhat is not liable for the processing, retention, security or use of data by the model or its provider after transmission from Planhat's infrastructure. Planhat may suspend a connection that Planhat reasonably believes presents a security, legal or operational risk to the Services or to other customers.

4.11 CUSTOMER MATERIALS

Customer is responsible for Customer Materials and for ensuring that it holds the rights necessary to provide them to Planhat for use in connection with the Services.

4.12 REMOVAL OF CONTENT; SUSPENSION OF ACCESS

Planhat has no obligation to monitor Customer Data or Customer Materials. If Planhat reasonably believes that Customer Data or Customer Materials violates applicable law, the Acceptable Use Policy or the rights of a third party, or that Customer’s use of the Services threatens the security or operation of the Services, Planhat may remove or restrict access to the relevant material or suspend access to the affected part of the Services, in each case limited so far as reasonably practicable to the affected material, Services or Authorised Users. Where practicable, Planhat will notify Customer in advance and give it an opportunity to resolve the issue. Where Planhat acts without advance notice, it will notify Customer promptly afterwards and will restore access once the underlying risk has been resolved in Planhat’s reasonable opinion. Suspension of the Services generally is governed by Section 7.3 (Suspension).

4.13 COMMUNICATIONS SENT USING THE SERVICES

The Services enable Customer to send Communications. As between the parties, Customer is the sender of all Communications and is solely responsible for: (a) their content; (b) the recipient lists and the lawful basis for contacting each recipient; (c) obtaining and recording any consent required under applicable law and honouring opt-out and unsubscribe requests; (d) accurately identifying itself as the sender; and (e) complying with all laws applicable to Communications, including those governing consent, content, sender identification and deployment practices. Customer must not use the Services to send unsolicited commercial communications.

Planhat may impose reasonable sending volume limits, which form part of the Scope of Use, and may suspend or limit sending immediately and without prior notice where sending from Customer’s account results in excessive bounce rates, spam complaints, unsubscribe requests, blocklisting or other harm to the deliverability or reputation of Planhat’s sending infrastructure, limited so far as reasonably practicable to the affected sending. Planhat will notify Customer promptly and will restore sending once the underlying issue has been resolved in Planhat’s reasonable opinion.

5. CUSTOMER DATA, PRIVACY AND SECURITY

5.1 OWNERSHIP OF CUSTOMER DATA AND CUSTOMER MATERIALS

Planhat acquires no right, title or interest in Customer Data or Customer Materials, other than the rights expressly granted in this Agreement.

5.2 LICENSE TO CUSTOMER DATA

Customer hereby grants Planhat a worldwide, non-exclusive, royalty-free license, for the duration of the Subscription Period and any retention period under Section 5.8 (Deletion and Retention), to host, store, copy, transmit, display, index, reformat, create embeddings from, and otherwise use Customer Data and Customer Materials, and to sublicense those rights to Planhat’s sub-processors, other suppliers and the provider of any Customer-Connected Model, in each case solely to provide the Services and perform Planhat’s obligations under this Agreement. Planhat’s exercise of this license, including by any sub-processor and supplier, remains subject to Section 8 (Confidential Information) and the DPA. This license is without prejudice to Section 5.5 (Use of Data).

5.3 CUSTOMER DATA RESPONSIBILITIES

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data, and Planhat has no obligation to verify or validate Customer Data.

Customer represents and warrants that it has collected, and will maintain and process, all Customer Data in compliance with applicable laws, including privacy and data protection laws, and with any other terms or obligations applicable to the Customer Data, including that it has provided all notices required to the individuals whose Personal Data is included in the Customer Data and has a lawful basis for the processing.

AI Features are not designed for special categories of personal data, criminal offence data, protected health information, credentials or payment card data. Unless otherwise agreed in writing, Customer is solely responsible for any such data it submits to or infers through an AI Feature and for the consequences of its processing.

5.4 SECURITY

Planhat maintains an information security management system and technical and organisational measures designed to protect Customer Data against unauthorised access, disclosure, alteration, loss or destruction, as described in the Security Statement.

Planhat's current certificates, audit reports and supporting security documentation are available to Customer through the Planhat Trust Center (trust.planhat.com). That documentation is Planhat's Confidential Information. Making it available in this way is how Planhat demonstrates compliance in place of on-site audits, except where an audit is required by applicable law or by the DPA.

Planhat may update the Security Statement in accordance with Section 14.4, provided that no update materially decreases the overall security of the Services during a Subscription Period.

5.5 USE OF DATA

Planhat may collect, process and use Usage Data for the purposes of providing, securing, supporting, analysing, developing and improving the Services and Planhat’s other products and offerings, and may disclose Usage Data only to its sub-processors and suppliers.

Customer grants Planhat a perpetual, worldwide, non-exclusive, royalty-free license to create data derived from Customer Data and Usage Data in aggregated or de-identified form that does not identify, and is not attributable to, Customer, its Affiliates, its Users or any individual ("Aggregated Data"), and to use and disclose Aggregated Data for any business purpose, including developing and improving the Services and Planhat's other products and offerings, research, benchmarking and published reports. Planhat will not attempt to re-identify Aggregated Data or to derive from it the identity of Customer, any Affiliate, any User or any individual.

Aggregated Data is Planhat's property under Section 9.1 and this Section survives expiry or termination of this Agreement. Nothing in this Section permits Planhat to use Customer Data itself for any purpose prohibited by Section 5.6. Except as set out in this Section and in Section 5.2, Planhat does not use Customer Data for its own purposes.

5.6 AI DATA, TRAINING AND PROCESSING

(a) Planhat will not use Customer Data to train, fine-tune or improve any artificial intelligence or machine learning model, and will not permit any sub-processor to do so. Planhat does not use Customer Data or Output of one customer to generate Output for any other customer.

(b) The Services retain Memory so that AI Features reflect Customer's own context and way of working over time. Memory is Customer Data and is not model training. Planhat uses Memory to operate AI Features solely for Customer, and otherwise only as permitted by Sections 5.2 and 5.5.

(c) Where an AI Feature uses a Model Provider, AI Content is processed by the Model Provider within the same regional infrastructure as Customer's instance of the Services, including endpoint, routing and model inference. This does not apply to an AI Feature that the Documentation identifies as processing in another region and that Customer chooses to enable. Customer determines and is responsible for where processing takes place for a Customer-Connected Model.

(d) Output may not be unique. The same Input may produce different Output on different occasions, and Planhat may generate the same or similar Output for other customers. Output generated for Customer is Customer Data; Output generated for another customer is not. Planhat makes no representation that Output is or can be protected by any intellectual property right, or that Customer owns Output as against any third party.

5.7 EXPORT AND PORTABILITY OF CUSTOMER DATA

Customer may export Customer Data from within the Services and using Planhat’s API, in each case in accordance with the export functionality and formats described in the Documentation. Planhat will make export functionality available throughout the Subscription Period and for up to thirty (30) days following its expiry or termination, will not delete Customer Data during that period, and will not charge for the retrieval or export of Customer Data. Planhat will make available Documentation describing the export functionality and the formats in which Customer Data can be exported, and will not charge for assistance necessary to enable Customer to retrieve and export Customer Data. Work requested by Customer which goes beyond retrieval and export of Customer Data in the formats described in the Documentation, including transformation of data into a different structure, reconstruction of configurations, or integration with a replacement system, is Professional Services, is chargeable at Planhat's then-current rates and subject to Customer’s agreement to the scope and price in advance. Planhat will not charge Customer for the use of any tool that Planhat uses to perform its obligations under this Section 5.7. Customer is responsible for exporting Customer Data before deletion under Section 5.8 (Deletion and Retention) and for importing Customer Data into its own systems or those of any replacement provider.

Planhat will not materially reduce the export functionality available to Customer during a Subscription Period.

5.8 DELETION AND RETENTION

Following expiry or termination of this Agreement, Planhat will delete Customer Data after thirty (30) days, save where retention is required by applicable law. Copies held in routine backup or archival systems are deleted in the ordinary course of Planhat’s backup cycle and in any event within ninety (90) days, and remain subject to the confidentiality obligations in Section 8 (Confidential Information) and the security measures in Section 5.4 (Security) until deleted. Deletion of Personal Data is governed by the DPA.

6. ORDERS, PRICING, BILLING & PAYMENT

6.1 ORDERING PROCESS

An Order Confirmation issued by Planhat, including one amending an existing Order Confirmation, becomes binding when signed by Customer without modification, and Planhat’s signature is not required. Such Order Confirmation is valid for thirty (30) days from the date of issue unless it states otherwise, and Planhat may withdraw it at any time before the Customer signs. Any modification made by Customer is a counter-offer and is binding only if accepted by Planhat in writing. Where Customer submits an order to Planhat, including through the Services or by email under Section 6.4, the order becomes binding when Planhat confirms acceptance or provides access to the Services. Terms stated in a Customer purchase order, vendor portal or other Customer business form do not apply and are of no effect, as provided in Section 14.3 (Customer Ordering Documents).

6.2 PRICING

The Fee, its components and the basis on which it is calculated are set out in the Order Confirmation. Unless otherwise stated in the Order Confirmation, the Fees applicable to a renewal period will be Planhat's then-current pricing. Where the Order Confirmation states the basis on which the Fees will be adjusted at renewal, that basis applies to the first renewal period only, and Planhat's then-current pricing applies to each subsequent renewal period. Any renewal in which the Scope of Use or the length of the Subscription Period has decreased from the prior period will be priced without regard to the prior period's per-unit pricing.

6.3 SCOPE OF USE OVERAGE AND AI USAGE

If Customer exceeds the Scope of Use, Customer will pay for the excess use. Unless the Order Confirmation provides otherwise, Planhat will charge for use in excess of the Scope of Use at its then-current rates.

AI usage is consumed whether an operation is initiated by an Authorised User or by a schedule, event, background process, Third-Party Tool or Agent, and Customer is responsible for all AI usage in its account, including where Customer's AI Configuration causes operations to repeat, loop or escalate. Planhat makes available information on AI usage by AI Feature, by Authorised User and by Agent, and the ability to suspend an Agent.

6.4 IN-PLATFORM PURCHASES AND UPGRADES

Where Planhat makes additional Services, capacity or features available for purchase within the Services (including any additional AI usage allowance), Customer’s administrators may purchase them on Customer’s behalf. Such purchases are additional orders under this Agreement and are governed by the Order Confirmation, are charged at the rates displayed at the time of purchase, and are co-terminous with the then-current Subscription Period unless stated otherwise. Customer is responsible for controlling which of its Authorised Users have permission to make purchases within the Services, and any purchase made using Customer's account is binding on Customer.

6.5 NON-CANCELLABLE FEES; NO REDUCTION DURING THE SUBSCRIPTION PERIOD

Except as expressly provided in this Agreement, Order Confirmations are non-cancellable during the Subscription Period and Fees paid are non-refundable. Where an Order Confirmation terminates before the end of the Subscription Period otherwise than under Section 7.4 (Termination for Cause) by Customer or as otherwise provided in this Agreement, Customer will pay Planhat an early termination fee equal to the Fees that would have been payable for the terminated Services for the period from the date of termination to the end of that Subscription Period. The parties acknowledge that the Fees, including any discount reflected in them, were agreed on the basis of Customer's commitment to the full Subscription Period, and that this fee represents the agreed value of that commitment. This obligation survives termination.

Customer may not reduce the Scope of Use during a Subscription Period. Any reduction takes effect from the start of the next Subscription Period and requires notice given in accordance with Section 7.2 (Automatic Renewal).

6.6 BILLING

Fees are billed annually in advance unless specified otherwise in the Order Confirmation. Fees are calculated based on records maintained by Planhat, which will be made available to Customer on written request.

6.7 PAYMENT BY INVOICE

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

6.8 PAYMENT BY CREDIT CARD

If paying by credit card, Customer authorises Planhat to charge the credit card or bank account all Fees payable during the Subscription Period, including Fees for each renewal period and any additional amounts payable under Sections 6.3 (Scope of Use Overage and AI Usage) and 6.4 (In-Platform Purchases and Upgrades). Customer further authorises Planhat to use a third party to process payments, and consents to the disclosure of payment information to such third party. Planhat does not store full payment card details, which are handled by Planhat’s payment processor. 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) suspend the Services in accordance with Section 6.10 (Suspension for Non-Payment) or terminate this Agreement as set out in Section 7 (Term, Renewal and Termination).

6.9 LATE PAYMENTS

If Customer fails to make timely payments when due under this Agreement, late payment interest will accrue at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by applicable law, whichever is lower. Statutory reminder fees may also be added, where permitted by applicable law. This does not affect Planhat’s right to suspend or terminate the Services in accordance with Section 7 (Term, Renewal and Termination).

Planhat is entitled to reimbursement of the reasonable costs of collecting any overdue amount, including debt collection and legal costs, to the extent permitted by applicable law.

6.10 SUSPENSION FOR NON-PAYMENT

Without limiting Planhat’s other rights, if any invoiced amount is overdue Planhat may condition future renewals and Order Confirmations on shorter payment terms and may suspend the Services in accordance with Section 7.3. Suspension for non-payment does not relieve Customer of its obligation to pay Fees for the Subscription Period.

Planhat will not suspend the Services while Customer is disputing the relevant charges reasonably and in good faith and is cooperating diligently to resolve the dispute. Where the Services have been suspended for non-payment, Planhat may charge a reasonable reactivation fee.

6.11 TAXES

All amounts payable exclude any applicable taxes, fees, duties and charges. Except for taxes based on Planhat’s net income, 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.

If Customer is required by law to withhold or deduct any amount from a payment to Planhat, Customer will increase the payment so that Planhat receives the amount it would have received had no withholding or deduction been required, and will provide Planhat with reasonable evidence of the withholding. Each party will provide the other with such exemption or residency certificates and other information as the other reasonably requests for this purpose.

6.12 TRAVEL AND EXPENSES

Where travel is requested by Customer, 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.

7. TERM, RENEWAL AND TERMINATION

7.1 TERM OF THIS AGREEMENT

This Agreement enters into force on the Subscription Period 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 this Agreement during the Subscription Period unless this Agreement is terminated by either party in accordance with this Agreement.

7.2 AUTOMATIC RENEWAL

The Subscription Period will be automatically renewed for a new period corresponding to the initial Subscription Period, unless Customer or Planhat have cancelled the Services at least sixty (60) days before the end of the Subscription Period or any subsequent renewal period.

Notice of non-renewal must be given in writing in accordance with Section 14.5 (Notices).

7.3 SUSPENSION

Planhat may suspend the Services 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.

Planhat may further suspend access to the Services, or to any individual Authorised User, if Customer’s or its Authorised Users’ use of the Services (i) causes or is subject to a security incident, denial of service attack, mail flooding or other disruptive activity; (ii) results in use of system resources or bandwidth that materially affects the performance of the Services for other customers; (iii) violates applicable law or the Acceptable Use Policy; or (iv) exposes Planhat to legal or regulatory liability. Planhat will give notice of suspension in advance where practicable and otherwise promptly afterwards, and will use commercially reasonable efforts to limit any suspension to the affected part of the Services or the affected Authorised Users, and will lift the suspension once the underlying risk or disruption has been resolved in Planhat’s reasonable opinion. Suspension does not extend the Subscription Period or relieve Customer of its payment obligations.

Removal of Customer Data or Customer Materials, and suspension of access to the affected part of the Services, are governed by Section 4.12 (Removal of Content; Suspension of Access). Suspension or limitation of sending is governed by Section 4.13 (Communications Sent Using the Services).

7.4 TERMINATION FOR CAUSE

A party may terminate this Agreement for cause (i) by giving thirty (30) days’ written notice to the other party of a material breach, with termination taking effect at the end of that period if the breach remains uncured, or (ii) immediately, 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.

Planhat may terminate this Agreement immediately if Customer has failed to pay Fees and more than thirty (30) days have passed from the due date, after receiving at least one reminder from Planhat.

Planhat may terminate this Agreement immediately if Customer or any Authorised User materially breaches Sections 4.3 (Acceptable Use) or 4.4 (Protection of the Services).

7.5 EFFECTS OF TERMINATION

On expiry or termination of this Agreement, Customer's and its Authorised Users' right to access and use the Services ceases, any license granted under Section 4.1 (Subscription and Scope of Use) terminates, and Customer must cease using and remove any Planhat application from its devices. Export of Customer Data is governed by Section 5.7 (Export and Portability of Customer Data) and deletion by Section 5.8 (Deletion and Retention). If Customer for any reason continues to access or use the Services after expiry or termination without a new Order Confirmation, this Agreement continues to apply to that use.

Where this Agreement is terminated by Customer under Section 7.4 (Termination for Cause), or by Planhat for any reason other 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 does not relieve Customer of its obligation to pay Fees for the period before the effective date of termination.

Where Planhat terminates this Agreement for Customer's breach, the early termination fee in section 6.5 becomes immediately due.

7.6 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 Customer Data, Fees and payment, Warranties, Indemnities, Limitation of Liability, Confidentiality and Governing Law and Dispute Resolution, will survive its termination.

For the avoidance of doubt, the following survive termination or expiry: Section 1 (Definitions), Sections 4.3 and 4.4 (Acceptable Use; Protection of the Services), Sections 5.1, 5.2, 5.5, 5.6, 5.7 and 5.8 (Ownership; License; Use of Data; AI Data, Training and Processing; Export and Portability; Deletion and Retention), Section 6 (Orders, Pricing, Billing & Payment) in respect of amounts accrued before or on termination, Section 7.5 (Effects of Termination), this Section 7.6, Section 8 (Confidential Information), Section 9 (Intellectual Property), Sections 10.4 and 10.5 (Disclaimer; No Reliance), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 13 (Governing Law and Dispute Resolution) and Section 14 (General Provisions). Section 5.4 (Security) survives for as long as Planhat holds Customer Data.

8. CONFIDENTIAL INFORMATION

"Confidential Information" means information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that a reasonable person in the Receiving Party’s position would treat as confidential given its nature and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data and Customer Materials. Planhat’s Confidential Information includes the Services and the terms of this Agreement and each Order Confirmation, including pricing.

Confidential Information does not include information that the Receiving Party can demonstrate (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party before disclosure; (iii) is disclosed to the Receiving Party by a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s 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 to perform its obligations and exercise its rights 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. Each party will protect the other’s Confidential Information using at least the degree of care it applies to its own confidential information of like importance, and in no event less than a commercially reasonable degree of care.

The Receiving Party may disclose Confidential Information to its Affiliates, employees, contractors, sub-processors and professional advisers who need to know it for the purposes of this Agreement, provided they are bound by confidentiality obligations no less protective than this Section 8, and the Receiving Party remains responsible for their compliance. The Receiving Party may also disclose Confidential Information to the extent required by applicable law, court order or other legal process, or the rules of a recognised stock exchange, provided that where legally permitted it notifies the Disclosing Party in advance, discloses only the minimum reasonably required, and cooperates at the Disclosing Party's cost in any reasonable effort to obtain confidential treatment.

On expiry or termination of this Agreement, or on the Disclosing Party’s written request, the Receiving Party will return or securely destroy the Disclosing Party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law or for legitimate internal recordkeeping, audit or compliance purposes, or where the information is held in routine backup or archival systems. Retained information remains subject to this Section 8 and shall be deleted in the ordinary course of the Receiving Party’s business. Return or deletion of Customer Data is governed by Sections 5.7 (Export and Portability of Customer Data) and 5.8 (Deletion and Retention).

The obligations in this Section 8 survive for three (3) years following termination or expiry of this Agreement, except that Confidential Information constituting a trade secret remains protected for as long as it retains that character. Unauthorised use or disclosure of Confidential Information may cause harm for which damages are an insufficient remedy, and each party may seek injunctive or other equitable relief in addition to any other remedy available to it.

9. INTELLECTUAL PROPERTY

9.1 OWNERSHIP

Except as expressly set out in this Agreement, neither party grants the other any right in its intellectual property, and all rights not expressly granted are reserved. The Services and all intellectual property rights in them, including the software underlying the Services, any application made available under Section 4.1 (Subscription and Scope of Use), the Documentation, the APIs, Usage Data, Aggregated Data, and any modifications or improvements to the Services, are the property of Planhat or its licensors. This includes any template, system prompt, guardrail, agent definition or other component Planhat makes available for configuring an AI Feature.

9.2 FEEDBACK AND SUGGESTIONS

Customer grants Planhat a perpetual, irrevocable, worldwide, royalty-free right to use, disclose and incorporate into the Services and Planhat's other products and offerings any feedback Customer or an Authorised User provides, including suggestions, ratings and reports of errors or issues, however communicated and whether provided through the Services, in a survey, in a support channel or otherwise, without obligation or compensation to Customer or the individual providing it. Planhat will not publish feedback in a form that identifies Customer or any individual.

9.3 PUBLICITY

Each party may use the other party's name, logo and trademarks in its promotional, marketing and investor materials and activities. Use of the other party's name in a case study or in a quotation attributed to that party requires that party's prior consent.

A party may withdraw this permission at any time by notifying the other party, in Planhat's case at marketing@planhat.com, following which the other party will promptly cease further use in new materials. Withdrawal does not require a party to modify or withdraw materials already produced, published or distributed prior to receipt of the notice, nor to remove incidental appearances of a name or logo in pre-existing content.

10. WARRANTIES AND DISCLAIMERS

10.1 MUTUAL AUTHORITY

Both parties represent and warrant that they have entered into this Agreement validly and have the required authority to do so.

10.2 PLANHAT SERVICE WARRANTY AND REMEDY

Planhat warrants that during the Subscription Period (a) it will provide the Services with reasonable care and skill, consistent with generally accepted industry standards; (b) the Services will conform in all material respects to their description in this Agreement and the Order Confirmation; and (c) Planhat will not knowingly introduce any virus, malware or similar malicious code into the Services, and will use reasonable efforts designed to prevent their introduction.

The warranties in this Section 10.2 apply to Planhat's provision of the Services and not to the accuracy, completeness or suitability of any Output or Action.

This warranty does not apply to the extent a non-conformity is caused by (i) Customer's use of the Services in excess of the Scope of Use, or otherwise than in accordance with this Agreement or the Documentation, (ii) modification of the Services other than by Planhat, (iii) combination of the Services with anything not provided by Planhat, including Third-Party Tools, or (iv) Evaluation Services, Beta Features or Services provided without charge, and does not apply to a change to the Services to which Section 3.3 (Changes to the Services) applies, for which Section 3.3 states Customer’s exclusive remedy.

This warranty does not apply unless Customer has reported the non-conformity through Planhat’s support process and, if it remains unsolved, notifies Planhat in writing within thirty (30) days of discovering the non-conformity, with reasonable detail. On receiving such notice, Planhat will at its own expense use reasonable efforts to correct the non-conformity. If Planhat has not corrected it within sixty (60) days of the notice, either party may terminate the affected Services by written notice given within thirty (30) days after the end of that period, and Planhat will refund prepaid Fees covering the remainder of the Subscription Period for those Services. This states Planhat's entire liability, and Customer's exclusive remedy, for breach of this Section 10.2.

10.3 CUSTOMER WARRANTIES

Customer represents and warrants that it holds all rights necessary to provide Customer Data and Customer Materials to Planhat for use in accordance with this Agreement, and that its use of the Services will comply with applicable law and the Acceptable Use Policy.

10.4 DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PLANHAT MAKES NO WARRANTIES OF ANY KIND, WHETHER IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR COMMERCIAL PURPOSE AND NON-INFRINGEMENT. PLANHAT’S SERVICES ARE PROVIDED "AS IS".

10.5 NO RELIANCE

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 the Services is appropriate for its business.

Customer further acknowledges that its purchase is not contingent on the delivery of any future functionality or feature, or dependent on any statement made by Planhat, whether public or private, regarding future functionality or features.

11. INDEMNIFICATION

11.1 INDEMNIFICATION BY PLANHAT

Planhat will defend Customer against any claim brought by a third party alleging that Customer's use of the Services in accordance with this Agreement infringes that third party's patent, copyright or trademark, and will indemnify Customer against damages, liabilities, costs and reasonable attorneys' fees finally awarded against Customer, or agreed in a settlement approved by Planhat in writing, in respect of such a claim.

This Section does not apply to the extent the alleged infringement arises as a result of (i) Customer’s breach of this Agreement or any negligent, wilful or fraudulent act or omission by Customer, its Authorised Users, officers, employees, agents or contractors; (ii) additions, modifications or combinations made to the Services by anyone other than Planhat, or without Planhat's prior written approval, where the Services would not infringe without them; (iii) Customer Data, Customer Materials, or designs or specifications provided by Customer, or any Output or Action; (iv) Third-Party Tools, where the Services would not infringe without them; (v) Evaluation Services, Beta Features or any Services provided without charge; or (vi) Customer’s continued use of the Services after Planhat has notified Customer to stop or has made a non-infringing alternative available.

11.2 PLANHAT REMEDIES

If such a claim is made, or Planhat reasonably believes one may be made, Planhat may in its sole discretion and at its own expense: (i) modify the Services so that they are no longer claimed to infringe; (ii) obtain the right for Customer to continue using the Services in accordance with this Agreement; or (iii) terminate Customer’s subscription for those Services upon thirty (30) days’ written notice and refund Customer any prepaid Fees covering the remainder of the Subscription Period of the terminated subscriptions.

11.3 SOLE REMEDY

Sections 11.1 and 11.2 state Planhat’s entire liability, and Customer’s exclusive remedy, for the third-party claims described in them.

11.4 INDEMNIFICATION BY CUSTOMER

Customer will defend and indemnify Planhat, its Affiliates and their respective directors, officers, employees and agents from and against any claim brought by a third party, and any damages, liabilities, settlements, costs and reasonable attorneys' fees finally awarded or agreed in settlement, to the extent arising out of (a) Customer Data or Customer Materials, or Customer's use of them with the Services, including any claim that they infringe a third party's intellectual property, privacy or other proprietary rights or that their collection or use breached applicable law; (b) Customer's use of the Services in breach of this Agreement or in an unlawful manner; (c) Customer's use of Third-Party Tools with the Services, or any claim that the combination of a Third-Party Tool or a configuration provided by Customer with the Services infringes a third party's rights; (d) any use of the Services by a person using Customer's or an Authorised User's credentials through no fault of Planhat; or (e) Communications sent using the Services. This Section does not apply to the extent the claim arises from Planhat's breach of this Agreement or the DPA.

11.5 MITIGATION AND COOPERATION

The obligations under this Section 11 will apply only if the indemnified party (a) gives the indemnifying party prompt written notice of the claim; (b) uses reasonable efforts to mitigate the loss; (c) permits the indemnifying party to control the defence and settlement of the claim, provided that the indemnifying party may not settle any claim unless the settlement unconditionally releases the indemnified party from all liability, and may not settle any claim in a manner that imposes an obligation on, requires payment by, or includes an admission of liability by the indemnified party without that party’s prior written consent, which must not be unreasonably withheld, conditioned or delayed; (d) reasonably cooperates with the indemnifying party in the defence and settlement of the claim at the indemnifying party’s reasonable expense; and (e) provides evidence of the claim as reasonably requested by the indemnifying party.

A delay or failure to give notice under subsection (a) relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay or failure. The indemnified party may participate in the defence with its own counsel at its own expense. Steps taken to preserve the indemnified party's position pending the indemnifying party's assumption of the defence, other than any admission of liability or settlement, will not breach subsection (c).

12. LIMITATION OF LIABILITY

12.1 EXCLUDED DAMAGES

IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFITS, REVENUE, LOSS OF USE, COVER, ANTICIPATED SAVINGS, WASTED EXPENDITURE, REPUTATION OR GOODWILL OR BUSINESS INTERRUPTION) OR LOSS OF DATA, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 12.1 DOES NOT LIMIT EITHER PARTY’S OBLIGATION UNDER SECTION 11 (INDEMNIFICATION) TO PAY AMOUNTS FINALLY AWARDED TO, OR AGREED IN SETTLEMENT WITH, A THIRD PARTY.

12.2 GENERAL CAP

SUBJECT TO SECTION 12.3, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES, DIRECTORS, EMPLOYEES AND AGENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY INDEMNITY OBLIGATION UNDER SECTION 11 (INDEMNIFICATION), 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, IS CUMULATIVE AND NOT PER INCIDENT, AND DOES NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS. THIS SECTION APPLIES TO LIABILITY ARISING UNDER THE STANDARD CONTRACTUAL CLAUSES WHERE APPLICABLE, BUT DOES NOT LIMIT ANY RIGHTS A DATA SUBJECT HAS UNDER APPLICABLE DATA PROTECTION LAW.

12.3 EXCLUSIONS TO LIMITATIONS

The limitations in Section 12.2 above shall not apply in the case of (a) death or personal injury caused by negligence; (b) fraudulent misrepresentation; (c) Customer's breach of Section 4.4 (Protection of the Services); or (d) any other liability which it is not lawful to exclude.

12.4 BASIS OF THE BARGAIN

The exclusions and limitations in this Section 12 allocate risk between the parties, are reflected in the Fee, and apply notwithstanding the failure of any limited remedy in this Agreement to achieve its essential purpose.

13. GOVERNING LAW AND DISPUTE RESOLUTION

If Planhat AB is the contracting party as stated in the Order Confirmation: 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 Confirmation: 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.

14. GENERAL PROVISIONS

14.1 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.

14.2 ORDER OF PRECEDENCE

If there is a discrepancy between the different documents together forming this Agreement, the following order of precedence shall apply: 1. Order Confirmation; 2. any rider attached to the Order Confirmation; 3. DPA; 4. any product-specific terms; 5. Terms of Service; 6. the Acceptable Use Policy. Notwithstanding this order, the DPA, any business associate agreement entered into between the parties, any product-specific terms and the Acceptable Use Policy prevail over these Terms of Service in respect of their own specific subject matter, to the extent of the discrepancy and as further set out therein.

14.3 CUSTOMER ORDERING DOCUMENTS

Any term or condition stated in a Customer purchase order, vendor portal, supplier registration process or other Customer business form is void and does not form part of this Agreement, whether or not Planhat signs or acknowledges that document.

14.4 CHANGES TO THESE TERMS AND INCORPORATED POLICIES

This Section 14.4 is the agreed mechanism by which this Agreement may change, and is the only way Planhat may change it without Customer's signature. In summary: Planhat may update these Terms of Service and the policies incorporated into this Agreement, but Customer will receive notice (Section 14.4(b)); an update that materially and adversely affects Customer applies only from the start of Customer's next Subscription Period, except in the limited cases described in Section 14.4(d); and terms individually negotiated between the parties, including those in an Order Confirmation, may be changed only by written agreement signed by both parties (Sections 14.4(f) and 14.4(g)).

(a) Scope and Transparency

Planhat may update these Terms of Service and the policies incorporated into this Agreement. Each version states the date it was last modified. Previous versions remain available at planhat.com/legal.

Customer may subscribe to receive notice of updates at http://planhat.com/legal/terms-of-service/updates#subscribe

(b) How Planhat Gives Notice

Planhat gives notice of an update by publishing it on its website and by notifying subscribers to the update notification service. Planhat gives notice of an update that materially and adversely affects Customer by email in accordance with Section 14.5(b) (Notices of Certain Updates).

(c) When an Update Takes Effect; Customer’s Protection

An update takes effect on publication, or on any later date Planhat specifies. However, an update that materially and adversely affects Customer applies to Customer only from the start of Customer's next Subscription Period, except as provided in Section 14.4(d) and (e).

An update that reduces Customer’s rights or increases Customer’s obligations under Section 8 (Confidential Information), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 13 (Governing Law and Dispute Resolution) or this Section 14.4 materially and adversely affects Customer. In any other case, Planhat will determine in good faith whether an update materially and adversely affects Customer, having regard to its effect as a whole over the remainder of the then-current Subscription Period, and an update is not materially adverse to the extent it affects only features or Services that Customer does not use.

An update does not apply to any act, omission, claim or liability arising before it takes effect.

(d) Limited Mid-Term Exceptions and Customer’s Right to Object

Planhat may apply an update that materially and adversely affects Customer during the then-current Subscription Period where the update (i) is required in order to comply with applicable law or a regulatory authority; or (ii) reflects new or changed functionality of the Services.

Planhat will notify Customer of any such update in accordance with Section 14.5(b) (Notices of Certain Updates). If Customer does not agree to the update, it may notify Planhat in accordance with Section 14.5(a) (Notices General) within thirty (30) days of Planhat’s notice, in which case the previous version continues to apply to Customer until the start of its next Subscription Period.

Where Planhat cannot reasonably continue to provide the affected Services under the previous version, either party may terminate those Services on written notice and Planhat will refund prepaid Fees covering the remainder of the Subscription Period for those Services. This is Customer's exclusive remedy in respect of such an update.

(e) Acceptable Use Policy

Updates to the Acceptable Use Policy take effect on publication. Planhat will make such updates only as reasonably required for security, legal compliance or product functionality. Planhat will not treat a restriction first introduced by an update as a breach of, or a ground for suspension or termination under, this Agreement unless Customer has failed to comply within a reasonable period after notice of the update.

(f) Individually Negotiated Terms

Where the parties have agreed to terms that vary these Terms of Service by amending the text of this Agreement, those varied terms prevail over the published Terms of Service to the extent of the variation, may be changed only by a written instrument signed by both parties, and are not affected by any update made under this Section 14.4.

(g) Order Confirmations

Terms expressly agreed in an Order Confirmation that vary these Terms of Service are not affected by an update. Except for pricing and any other terms that Section 6 (Orders, Pricing, Billing & Payment) provides will be determined at renewal, the terms of an Order Confirmation continue to apply to each subsequent Order Confirmation for the same Services unless that Order Confirmation expressly states otherwise.

14.5 NOTICES

(a) General

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. Notices of breach, indemnity claims or regarding Section 14.4 (Changes to These Terms and Incorporated Policies) must be sent to legal@planhat.com and notices of termination or non-renewal to receivables@planhat.com in the case of Planhat, and to the Customer signatory and any compliance contact registered with Planhat in the case of Customer. Planhat may give operational and general notices, including notices under Section 14.4 other than those referred to in Section 14.5(b) (Notices of Certain Updates), by email to Customer’s registered administrative contacts or such other notice contact set out in the Order Confirmation, through the Services or through the subscription list referred to in Section 14.4(a) (Scope and Transparency).

(b) Notices of Certain Updates

Planhat will give notice by email to Customer’s registered administrative contacts, or another notice contact set out in the Order Confirmation, of (i) an update that materially and adversely affects Customer, and (ii) an update applied during the then-current Subscription Period under Section 14.4(d). In the event of any conflict between this Section 14.5 and Section 14.4 as to the manner of giving such notice, this Section 14.5 prevails.

14.6 FORCE MAJEURE

Except for payment obligations, 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, cyberattacks and denial-of-service attacks not caused by the affected party, epidemics and pandemics, labour shortages (including lawful and unlawful strikes), embargoes, communication disruption, unavailability of payment processors, failure or shortage of infrastructure. Each party will use commercially reasonable efforts to mitigate the effect of any such event.

14.7 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. The assigning party will notify the other party promptly after assignment takes effect, and until it receives that notice the other party may continue to deal with, invoice and give notices to the assigning party as if no assignment had occurred. The assigning party remains liable for obligations accrued before the assignment. Except as provided in the foregoing, neither party shall assign this Agreement without the other party’s prior written consent. Any purported assignment in breach of this Section is void. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

14.8 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.

14.9 INDEPENDENT CONTRACTORS

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship between them. Each party is solely responsible for compensation owed to its own personnel and for all related employment taxes and social security contributions.

14.10 NO THIRD-PARTY BENEFICIARIES

This Agreement does not confer any right or remedy on any person who is not a party to it.

14.11 NON-WAIVER

Each party reserves all rights afforded under this Agreement as well as under the provisions of any applicable law. A party’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.

14.12 SEVERABILITY

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

14.13 INTERPRETATION, HEADINGS AND LANGUAGE

Headings are for convenience only and do not affect interpretation. The words including and includes are to be read without limitation. Where Planhat makes this Agreement available in a language other than English, the English version governs.

14.14 CONTRACT FOR SERVICES

This Agreement is a contract for the provision of services and not a contract for the sale of goods or a license of software. To the extent permitted by applicable law, the parties exclude the application to this Agreement of (i) the Uniform Commercial Code as enacted in any state of the United States, (ii) the Uniform Computer Information Transactions Act as enacted in any state of the United States, and (iii) the United Nations Convention on Contracts for the International Sale of Goods, concluded at Vienna on 11 April 1980.