1.1 These Standard Terms and Conditions (“Standard Terms and Conditions”) are Plansas OÜ’s standard terms and conditions and apply to subscription agreements made between Plansas and the business (“Customer”) that enters into an agreement to subscribe for services Plansas provides.
1.2 Plansas services mean the products and services (“Services”) that appear from Plansas’s website (“Website”).
1.3 The Website contains an overview of subscription types and add-on modules. Some functions, services and add-on modules may have separate conditions, which must be accepted in addition to the Standard Terms and Conditions.
2.1 A contract is formed when the Customer orders one or more Services (ask us for an offer), after which Plansas sends an offer to be signed by the Customer.
2.2 When the Customer has signed the document and Plansas has subsequently received the signed document, the agreement (“Agreement”) is considered to have been concluded.
3.1 The Agreement applies from the date when it was concluded and for the period appearing from the offer from Plansas (“Period of Agreement”).
3.2 The Agreement is automatically renewed for a period similar to the Period of Agreement, unless it is validly terminated by Plansas or the Customer in accordance with the below clauses.
3.3 The Customer may cancel the Agreement within fourteen (14) days of its conclusion. After this, the Customer may terminate the Agreement with thirty (30) days’ written notice to take effect at the end of any given month.
3.4 The Customer can terminate the Agreement or downgrade the Services that form part of the Agreement by written notice to Plansas by email to info@plansas.co giving one (1) month’s written notice to the end of a month.
3.5 Plansas may terminate the Agreement with thirty (30) days’ written notice, effective at the end of the notice month.
3.6 Subject to a fourteen (14) days’ remedy period, Plansas can terminate the Agreement with immediate effect without liability if (i) the Customer fails to comply with the provisions of the Agreement, or (ii) the Customer ceases to exist. Such termination notice must take place by written notice to the Customer, including the reason for the termination.
3.7 If the last day for termination falls on a public holiday, Saturday, Sunday, or 24/31 December, the notice period is extended to the next working day.
4.1 The terms of payment are net plus five (5) days from the date of invoice, unless otherwise specifically stated in the Agreement. Plansas reserves the rights to suspend the Agreement if any invoice is overdue.
4.2 Plansas uses Payment Services which is an automated payment process making it easy and efficient for both parties to respectively invoice and pay for the Services. Invoicing will take place prior to the agreed Service Period.
4.3 If the Customer does not pay on time, a reminder will be sent after the invoice due date. In case of continued non-payment, a reminder will be sent ten (10) days later with a reminder fee of €90. If payment has still not been received ten (10) days after the reminder, the Customer’s access to its Services will be blocked immediately. Access to the Services concerned will be re-established after receipt of payment, unless Plansas has chosen to terminate the Agreement pursuant to clause 3.6.
4.4 In case Customer wishes for a different payment service than offered services , Plansas reserves the right to include a reasonable administrative handling fee for such request.
4.5 All prices are exclusive of VAT.
5.1 he Customer obtains a non-exclusive, subscription-based access to use Plansas’s Services as chosen in the Agreement.
5.2 The Agreement gives the Customer the possibility of access to the chosen Services for the specific number of users stated in the agreement. If the Customer options for additional capacity, functionality or add-on modules, the Agreement will be automatically updated. The Customer accepts that the price will increase accordingly.
5.3 The right to use Plansas’s Services applies exclusively for the Customer, and Plansas’s Services may consequently not be used by any other users than the Customer without separate agreement. However, the Customer is always entitled to forward or otherwise provide insight into the products and data included in the Services to relevant third parties such as financial advisors, external board members, bank advisors and legal advisors provided that such access to the Services are based on such third-party acting in the interest of the Customer and does not use the Services for their own purposes.
5.4 Plansas is entitled to update and improve its Services on an ongoing basis. Plansas is also entitled to change the composition and contents of its Services, if it does not materially deteriorate the agreed Services provided to the Customer. Such updates, improvements and changes may be made with or without notice. Material changes will be announced by email.
5.5 All prices are exclusive of VAT.
6.1 The personal data of the Customer’s employees will be stored and processed in accordance with Plansas’s privacy policy, which can be found here: https://www.plansas.co/privacy-policy
6.2 Plansas is a data processor when processing personal information belonging to the Customer as a data controller. This includes for example payroll data. Consequently, a data processor agreement must be in place and will be part of the Agreement with the Customer.
7.1 Plansas aims at maximum stability, but Plansas is not liable for breakdowns or interruptions of operation, including disruptions caused by circumstances outside Plansas’s control. This includes power failures, equipment defects, internet connections and telecommunications connections. Plansas disclaims any liability, any guarantee, any requirement or similar, whether direct or indirect.
7.2 In case of breakdowns or interruptions, Plansas endeavours to re-establish normal operation as quickly as possible.
7.3 Planned outage will mainly be scheduled between the hours of 21.00 and 6.00 CET. If it becomes necessary to deny access to Plansas’s Services outside the stated hours, this will be communicated in advance if possible.
8.1 Subject to the Customer’s prior acceptance, Plansas is entitled to use the Customer’s trademark, including use of logo on Plansas’s Website and in other marketing-related activities concerning Plansas’s Services, provided that such use is in accordance with good business conduct.
8.2 The software and underlying algorithms and report formats provided by Plansas through the Services are protected by copyright law and other intellectual property rights and belong to or are licensed to Plansas as the case may be. The Customer is not entitled to remove, change or destroy any kind of indication of copyright, trademarks or other rights placed in Plansas’s Services or constituting an integral part of the Services. The Customer must inform Plansas in case of any actual or potential infringement of Plansas’s rights or unauthorised use of Plansas’s Services that comes to the Customer’s attention.
8.3 There is no transfer of rights to the Customer, who obtains only a licensing right on the agreed conditions, cf. clause 5. The licensing right includes the Customer’s usual use of Plansas’s Services, also including the right to print, copy and download the contents of such services for its own use, insofar as it is not contrary to Plansas copyrights.
8.4 In relation to material uploaded by the Customer, and all the Customer’s data generated through use of the Services, the Customer gives Plansas and its suppliers a global licence to meet all obligations under the Agreement. The Customer’s data will thus always belong to the Customer, including after the Agreement expires and as long as the Customer respects clause 8.2. The Customer guarantees that any uploaded material does not infringe any third-party rights and does not contain material that may be offensive or in contravention of current laws and regulations.
9.1 Plansas is entitled to assign its rights and obligations under the Agreement to (i) a group company or (ii) a third party in connection with a transfer of business.
9.2 The Customer is not entitled to assign the Agreement, in whole or in part, to a third party without prior written consent from Plansas.
10.1 Plansas undertakes and agrees to perform all Services in a professional and diligent manner and to a standard expected of an expert in the field of the Services.
10.2 Plansas OÜ agrees that all Services will be rendered by it as an independent contractor and that the Agreement between Plansas and the Customer does not create an employer-employee relationship. Furthermore, the Agreement shall in no case be construed to create or give rise to any agency, distributorship, partnership or joint venture between Plansas and the Customer. All such relationships are hereby expressly excluded.
10.3 Plansas shall have no authority to bind or act on behalf of the Customer without having obtained the prior consent of the Customer.
10.4 Plansas shall at its own cost and under its own responsibility provide all personnel, materials, and equipment necessary to perform the Services unless otherwise agreed in writing. The Customer shall at its sole discretion and subject to confidentiality of the agreement provide to Plansas such access to its information, personnel and premises as may be reasonably requested by Plansas OÜ upon reasonable notice and which access is strictly necessary to permit Plansas to perform the Services.
11.1 Plansas OÜ is subject to the Republic of Estonia’s Money Laundering and Terrorist Financing Prevention Act.
11.2 By law, Plansas OÜ is required to collect and store Customers’ identity information. When entering into an Agreement, Plansas OÜ is thus required to obtain the Customer’s central business registration number as well as other types of identity information, depending on the type of business involved (e.g. Estonian company, foreign company, shareholder structure, foundation, partnership, etc.).
11.3 If necessary, Plansas OÜ will obtain identity information about the Customer or its shareholders.
11.4 If Plansas OÜ suspects that Customers are linked to money laundering or financing of terrorism, Plansas OÜ is required to investigate the matter. In this connection, Plansas OÜ is also required to notify the Financial Intelligence Unit of the Republic of Estonia.
12.1 Plansas is liable according to the general rules of Estonian law on damages in contract with the limitations following from the below clauses.
12.2 Plansas and its sub-suppliers, distributors and other business partners have no liability for the Customer’s indirect loss or damage or consequential losses, including loss of data, business interruption loss and business disruption, loss of time, loss of profits or other indirect losses that may arise in connection with the Agreement, including for example if Plansas’s Services are not accessible irrespective of cause.
12.3 Plansas is not responsible for inaccurate data provided by the Customer or third parties contracted by the Customer. Thus, Plansas cannot be held responsible for the accuracy, completeness, quality and reliability of its Services if the error lies in such inaccurate data.
12.4 Except in the case of wilful intent or gross negligence, Plansas’s total liability is limited to the Customer’s aggregate payment in the last twelve (12) months before the liability arises. The limitation includes all amounts, e.g. subscription repayment claims and any direct losses.
13.1 Plansas shall keep secret all information that may come to their knowledge about the Customer because of the Agreement.
13.2 The duty of confidentiality does not comprise information that must be considered common knowledge or available to the public. The duty of confidentiality is subordinate to any duty of disclosure under applicable law or by stock exchange rules or pursuant to any order of court or other competent authority or tribunal. The duty of confidentiality does not prevent Plansas in disclosing information to its legal advisors or other third parties if such third parties are bound by identical confidentiality provisions in a contract, (e.g. a data processor agreement) or by law and the disclosure is necessary for pursuing a legitimate interest or delivering the Services to the Customer.
13.3 If Plansas becomes required to disclose confidential information, Plansas must consult the Customer prior to the disclosure, unless such consultation would go against the law, cf. e.g. clause 11.4.
13.4 The duty of confidentiality is not limited in time.
14.1 Plansas reserves the right to amend the Standard Terms and Conditions in line with common B2B practices. Material changes requiring Customer consent will be notified at least thirty (30) days in advance. Customers must object within ten (10) days of receiving the notification. If no objection is made, continued use of the Services implies acceptance.
14.2 If material amendments are not mutually agreed upon, either party may terminate the Agreement without penalty, effective at the end of the current month.
15.1 The Agreement is subject to Estonian law. Any dispute arising from or in connection with the Agreement is settled with the Tallinn Administrative Court as venue.
For more information and further questions you can contact us from info@plansas.co
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