Planally provides a software as a service, also referred to as cloud service (hereinafter referred as “Service” or “Services”). The Service is offered and provided subject to the terms and conditions of this Agreement.

The Customer understands and agrees that the Service is provided “AS-IS” and that Planally assumes no responsibility for, among other things, availability, timeliness, deletion, failure to store any user data or communications or personalization settings, or changes to the Service Planally may make from time to time.

The Customer is responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or Microsoft Azure cloud hosting charges). In addition, the Customer must provide and is responsible for all equipment necessary to access the Service. The Customer shall connect to the Service using any internet browser supported by the Service.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including new releases, shall be subject to these or other applicable Term of Service. The Customer also understands and acknowledges that Planally may modify, terminate, suspend, or otherwise adjust any and all functions, features, options, utilities, tools or other aspects of the Service at any time without prior notice to the Customer.

The Services may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case Planally shall use commercially reasonable endeavors to notify the Customer in advance.

Planally reserves the right to update and change the Terms of Service from time to time; an updated version will be published on our website at Terms of Service. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to these Terms. The Customer’s continued use of the Service after any such changes shall constitute the Customer’s consent to such changes of the Terms.

In addition to all other terms and conditions of this Agreement, the Customer shall not: (i) transfer or otherwise make available to any third-party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and/or other illegal purposes; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

a) Information on the subscription options and charges for all paid Services are available in the pricing page of Our website. For Enterprise plans, please contact us.

b) All charges associated with the Services purchased by the Customer (“Charges”), including but not limited to subscription fees, usage fees, and any other associated costs, shall be as set forth in the applicable purchase order.

c) The Services are billed on a monthly or annual basis and are due in full and payable in advance by the Customer.

d) In both cases, the amount billed is non-refundable. There will be no refunds or credits for partial or non-use of the Service.

e) The Customer hereby authorizes Planally or Planally’s authorized agents, as applicable, to bill the Customer upon the subscription to the Services (and any renewal thereof). All payments are due immediately upon the receipt of the invoice by the Customer. The Customer shall not downgrade the Account during the subscription term (“Term”).

f) Planally will notify the Customer in the event Planally does not receive payment towards charges within the due date. Planally must receive payments immediately from the date of the notice, failing which in addition to the right to other remedies available under law, Planally shall charge interest for late payment @1.5% per month on the outstanding balance of the Charges payable.

g) In case of non-payment for any reason or any violation of these Terms, Planally shall be entitled – without liability – to immediately bar the Customer’s access to the Service.

h) When the Customer pays Planally via bank transfer, the necessary bank transfer charges should be borne by the Customer. For avoidance of doubt, the total amount payable should be credited to our account without any deductions.

i) Planally reserves the right to change the subscription fee from time to time.

a) The subscription term shall be as set forth in the applicable purchase order.

b) Each Term shall automatically renew for subsequent periods of the same length as the initial term unless either party gives the other written notice of termination at least thirty (30) days prior to the expiration of the then-current term.

c) The Customer may terminate the Customer’s Account in the event of any material breach committed by Planally, provided the Customer provides Planally with a written notice of such breach and allow Planally not less than forty-five (45) days to cure such breach.

d) Planally also reserves the right to terminate the Customer’s Account at any time by written notice due to business reasons which shall include discontinuation of the Services.

e) Following the termination of the Customer’s Account or the Services, either by the Customer or by Planally, the Customer’s access and use of the Services shall cease. Upon receiving a written request from the Customer, Planally shall provide the Customer’s Data within thirty (30) days from the date of effective termination in a form mutually agreed (“Data Retention Period”). Beyond the Data Retention Period, Planally reserves the right to delete all the Customer’s Data in Our possession. Please note that some information like billing and subscription may remain with Planally for accounting and legal reasons. Additionally, the Customer’s Data may remain with Planally for the period of 90 days on our replication servers and/or high availability servers, beyond which it is completely deleted.

a) Planally does not own any of the Customer’s Data. The Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of the Customer’s Data.

b) There might be rare occasions of data loss or failure to store or retrieve any data due to a defect in our software or the software used by cloud service provider. In such cases, subjected to the failed services, Planally will restore the last backup data available.

c) Solely and only for the purpose of providing the Services to the Customer, with respect to Planally functionalities like backup, replication, high availability, caching for speed, performance, throughput and various other functional and non-functional capabilities, the Customer grants Planally royalty-free, worldwide permission to access, copy, distribute, store, transmit, reformat, display and perform the content of the Customer’s Account.

d) The Customer hereby consent that, Planally may identify the Customer as a client of the Service (using your name and logo) and generally describe the products or services it provides to the Customer in its promotional materials, presentations, media, press releases and proposals to other current and prospective customers.

a) All rights, title, and interest in and to all intellectual property and/or proprietary rights, title, and interest in or related to the Services (including without limitations to all modifications, extensions, customizations, scripts or other derivative works provided, developed or delivered by Planally under the Services), including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall be owned by and remain exclusively with Planally.

b) Pursuant to Clause 6 a), the Customer owns the rights to all electronic information, text, messages, or other content, inclusive of but not limited to the Customer’s and end users’ personal data, provided by the Customer or the Customer’s end users via the Customer’s Account (“Customer Data”) while utilizing the Services. We do not claim ownership over Customer Data. However, the Customer grants Planally the right and license to use Customer Data for the purposes of providing, modifying, supporting, maintaining, and enhancing the Services.

c) Planally shall have a perpetual right and license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations, or other feedback it receives from the Customer.

d) All rights not expressly provided to the Customer herein are reserved.

In the event of any incidents that relate to the compromise of the Customer’s data, or circumstances that could have resulted in unauthorized access to or disclosure or use of the Customer’s data, Planally shall inform the Customer as soon as possible from the discovery of the incident. This notification will be made in compliance with applicable legal and regulatory requirements or no later than 24 hours.

Confidential Information of the Customer shall mean all business and technological information of the Customer and shall include the Customer Data. Confidential Information of Planally shall mean the Services other than the Customer Data. Confidential Information shall not include any information which is in the public domain (other than through a breach of this Agreement), which is independently developed by the recipient, or which is received by a third party not under restriction. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, professional advisors, or third-party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction, provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order.

a) Access to the Service is only available to the Customer and the users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement.

b) Usernames and passwords are personal and are to be considered part of the Confidential Information of the Customer. The Customer is at all times fully liable for all acts and omissions by users whom the Customer has granted access to and agrees to indemnify Planally for all claims and losses related to such acts and omissions.

c) The Customer may not use the Service for any illegal or unauthorized purpose. The Customer must not, in the use of the Service, violate any laws in customer jurisdiction (including but not limited to copyright laws).

d) The Customer is responsible for all taxes and the Customer will pay Planally for the Services without any reduction of taxes. If Planally is obligated to collect or pay taxes, the taxes will be invoiced to the Customer.

e) In some cases, it is necessary for Planally’s employees, contractors, or agents to access the Customer’s account and content in order to diagnose a problem. When the Customer contacts Planally’s support team, it is implied that the Customer is allowing us to access the Customer’s Account, if necessary, in order to be helpful.

f) The Customer agrees that the Customer is responsible for all Microsoft Azure Cloud Infrastructure and Hosting charges the Customer incurs through use of the Service.

a) Planally warrants that it will provide 99% uptime of the Service.

b) Planally is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of the Customer provided internet and electronic communications.

c) Except as otherwise provided herein, the Service is provided on an “AS IS” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.

d) Planally takes reasonable care for virus protection and other harmful components; however, given the nature of virus evolution, Planally makes no warranty that the Service will be free of viruses or other harmful components.

e) Planally makes no warranty that:

1. 1. the Service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); however, when such errors or interruptions occur, Planally will take reasonable efforts to rectify the errors and interruptions.
   2. any information or advice obtained by the Customer in connection with the usage of the Service for the fitment of its internal business purpose will be accurate or complete. Planally’s employees and consultants make a best-case effort to provide the most relevant information to the Customer, but Planally would not be able to guarantee its accuracy or fitment for purpose; that should be decided by the Customer by taking into account other factors that Planally might not be privy to,
   3. the results of using the Service will meet the Customer’s requirements.

IN NO EVENT SHALL PLANALLY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, GOODWILL, USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF PLANALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PLANALLY RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL PLANALLY’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE LAST 1 MONTH’S FEE PAID BY YOU TOWARDS SUCH SERVICE OR USD 100.00 WHICHEVER IS GREATER.

Our Service may contain features or functions that enable interoperation with third-party products, services or content. Planally may also provide access to third-party products, services or content directly within the Services. Third-party products, services or content, and customer content in third-party services, are not part of the Services and are not warranted or supported by Planally. The Customer’s use of such third-party products, services or content is subject to the terms of the third-party provider.

The Customer will indemnify and hold Planally harmless against any claim brought by a third party against Planally, Our respective employees, officers, directors, and agents arising from the Customer’s actions or omissions provided that a) Planally will be promptly notified by the Customer of any threat or notice of such a claim, b) the Customer has the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and c) Planally shall fully cooperate with the Customer in connection therewith.

The Customer shall, at all times, be fully liable for all acts and omissions by users whom the Customer has granted access and agree to indemnify Planally for all claims and losses related to the negligence or acts, omissions, or intentional misconduct of such users.

At Planally, we respect our customers and users’ need for online privacy and protect any personal information that may be shared with us, in an appropriate manner. Planally’s practice in regard to the use of customer personal information is detailed in our Privacy Policy Page which you can find here.

Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Malaysia and the Parties submit to the exclusive jurisdiction of the Malaysian courts.

Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration/mediation in Malaysia, in accordance with the rules of the Kuala Lumpur Regional Centre for Arbitrations. The decision of the arbitrator(s) shall be final and binding on the parties.

Non-Assignment

Neither the Company nor the Customer shall assign this Agreement, either in whole or part, without the prior written consent of the other party in the form of a written amendment signed by the Company. This Agreement shall be binding upon and inure to the benefit of successors and assigns of the Parties.

Force Majeure

Neither Planally nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, Acts of God, pandemic, war, terrorism, and governmental action.

Independent Contractor

It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other Party for any purpose whatsoever and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. Each Party shall be fully responsible for its own employees, servants and agents, and the employees, servants and agents of one Party shall not be deemed to be employees, servants and agents of the other Party for any purpose whatsoever.

Notice

All communication and/or notices by or permitted under this Agreement shall be in delivered in writing sent via registered mail to the contact mailing address provided by the Customer in the purchase order while subscribing to the Services or electronic mail to the email address provided. Planally’s address for a notice is to Planally Sdn Bhd in writing by courier is C4-2-10, Block C4, Level 2, Solaris Dutamas, No 1, Jalan Dutamas 1, 50480, Kuala Lumpur, Malaysia with a CC to operations@planally.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a courier as permitted above.

Severability

If any provision of this Agreement or any part thereof shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement provided always that, if any such deletion substantially affects or alters the commercial basis of this Agreement, the Parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances.

Survival

All clauses shall survive any termination of the Customer’s Account. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.