Terms of Service
Last Modified: November 1, 2021
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
“Account Profile” means a page Customer creates in the Service in order to add a User, containing information about Customer and Authorized Users;
“Agreement” collectively refers to these Terms of Service, the signed Order Confirmation referencing these Terms of Service, Planhat's Privacy Policy, Planhat's Data Processing Agreement (”DPA”) and Planhat’s Acceptable Use Policy;
“Customer” means the person or entity using the Service identified in the applicable Order Confirmation as customer;
“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 these terms;
“Planhat” refers to Planhat AB, the company providing the Service;
“Service(s)” refers to the subscription services that Planhat provides through its Site, including the Planhat Customer Success Platform and Site itself as further described in Clause 2.1;
“Site” refers to Planhat’s website, www.planhat.com, including related subdomains such as app.planhat.com;
“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.
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 the Site 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 availability is subject to several factors including server availability, a User’s Internet connection, and other issues. Planhat will use commercially reasonable efforts to make the Service available without interruptions, however, 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 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.
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: (a) performing Planhat’s obligations hereunder; (b) analysing Customer’s use of the Service to improve the Planhat products and offerings; (c) on a purely anonymous and aggregated basis, producing reports relevant for Planhat’s customers or prospective customers; and (c) providing required information in connection with audits or regulatory requests.
3.2 USER SUBMITTED CONTENT
While using the Service, Users sometimes provide information which is not required for use of the Service (ex. in surveys) which may be used by Planhat in connection with the Service and be visible to other Users. When posting such information or content on or in connection with the Service, Planhat is granted the right to use such content in its business, including for promoting and marketing, subject to Planhat's Privacy Policy and Planhat's Data Processing Agreement.
3.3 CONSENTS
Customer confirms that it is Customer's obligation to inform its employees, customers and end users (as applicable), of Planhat’s use and processing of Customer Data and to ensure that such individuals have 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
Customer can, and is encouraged to from time to time, export Customer Data in spreadsheet format from within the Service. Additionally, Customer Data that is processed or stored by Planhat as part of the Services can be 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 User it was created and what customer it relates to. Planhat will make regular back-ups of Customer Data in accordance with industry practice.
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.
3.6 RETENTION AFTER TERMINATION
Planhat has no obligation to maintain the Customer Data longer than thirty (30) days after the termination of this Agreement.
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 terminated by either party in accordance with this Clause 4. The initial Subscription Period will be automatically renewed for an additional twelve (12) months at a time, unless Customer or Planhat have cancelled the Services at least sixty (60) days before the end of the initial Subscription Period or any subsequent twelve (12) month 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 such 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 this Clause 4 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.
5.2 BILLING
Fees are generally billed annually in advance as specified in the Order Confirmation. Fees shall be 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
Late payment interest corresponding to the European Central Bank’s reference rate + 8% will accrue on any late payments. 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 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 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 ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. THIS INCLUDES LOSS OF SALES, PROFITS, REPUTATION OR GOODWILL, DATA LOSS OR BUSINESS INTERRUPTION.
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 (OTHER USERS) WHO MAY USE ITS SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS CUSTOMER.
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
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.
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 4. Privacy Policy 5. Acceptable Use Policy.
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
Customer may assign its rights and/or obligations under this Agreement to another party subject to Planhat’s prior written consent. Planhat may assign its rights and/or obligations under this Agreement to another party at its discretion provided that Customer is notified in advance and the assignment cannot reasonably be expected to affect the provision of the Services.
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 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.
12.8 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.
12.9 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.
12.10 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.
