1. Definitions
Account: The Customer’s registered profile used to access and manage the Service.
Agreement: This Terms of Service document, including any referenced policies or amendments.
Confidential Information: All non-public business, technical, or financial information disclosed by either party, including Customer Data and Service details.
Customer: The individual or entity that registers for or uses the Service provided by Planally.
Customer Data: Any data, content, or information submitted by the Customer or its users through the Service and/or website.
Data Retention Period: The 30-day period following termination during which Planally retains Customer Data for retrieval.
Fees: All fees payable by the Customer for the use of the Service, including subscription, usage, and other applicable costs.
Force Majeure: Events beyond a party’s reasonable control, such as natural disasters, war, terrorism, pandemics, or internet outages.
Intellectual Property Rights: All rights related to patents, copyrights, trademarks, trade secrets, and other proprietary rights.
Planally: Refers to Planally Sdn Bhd, the provider of the Service.
Service(s): The software-as-a-service (SaaS) platform and related tools provided by Planally.
Subscription Term: The duration for which the Customer subscribes to the Service, as specified in the purchase order.
Third-Party Services: External products, services, or content integrated with or accessible through the Planally platform.
User: Any individual authorized by the Customer to access and use the Service under the Customer’s Account.
2. Agreement Overview
This is an Agreement between Planally Sdn Bhd, herein (“Planally, “Our”, “Us”, “We”), and the entity agreeing to the Terms of Service (“Terms”) herein (“You”, “Your” or “Customer”). By using or accessing any part of the Service, the Customer agrees that a) the Customer has read, understand, and agree to be bound by these Terms b) the Customer warrants that the Customer has the legal capacity and is competent to enter into this Agreement c) If the Customer is entering into this Agreement on behalf of a company/entity, the Customer acknowledges that the Customer has the authority to bind that company/entity to the Terms of this Agreement. If the Customer does not agree to the Terms, the Customer must immediately stop accessing and using the Service.
3. Description of Service
Planally provides software as a service, also referred to as cloud service. 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 we 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). 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 an 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 Terms. The Customer also understands and acknowledges that we 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 Service may temporarily be unavailable due to scheduled downtime for upgrades and maintenance, in which case we shall use commercially reasonable endeavors to notify the Customer in advance.
We reserve the right to discontinue or suspend the provision or support of the Service, or any specific component of the Service, at any time, whether temporarily or permanently. In such cases, we shall not be obligated to issue refunds, provide benefits, or offer any other form of compensation related to the discontinued elements of the Service.
4. Account Responsibility
The Customer is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account. We shall not be liable for any loss or damage arising from unauthorized use of the Customer’s account.
5. Restrictions on Use
The Customer agrees not to modify, adapt, or alter the Service in any way, nor to modify or alter any other website in a manner that falsely suggests an affiliation with us or the Service.
The Customer must not interfere with or disrupt the Service, its servers, or networks connected to it. This includes, but is not limited to, transmitting any malicious code such as viruses, worms, spyware, or malware, or injecting content or code that alters the way the Service’s pages are rendered or displayed in a user’s browser or device.
The Customer shall not attempt to restrict or inhibit another user’s access to or enjoyment of the Service, nor encourage or facilitate any violation of these Terms or Planally’s other policies.
Furthermore, the Customer agrees not to copy, reproduce, republish, download, transmit, modify, display, reverse engineer, sell, rent, lease, loan, assign, distribute, license, sublicense, or otherwise exploit any part of the Service, its content, or associated software, except as expressly permitted under these Terms.
In addition to all other terms and conditions of this Agreement, the Customer shall not: (i) transfer or otherwise make available the Service to any third-party; (ii) provide any service based on the Service without prior written permission; (iii) use the Service 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.
6. Fees, Refund, and Taxes
In consideration for the provision of the Service, the Customer agrees to pay the applicable fees (“Fees”) as they become due.
All Fees associated with the Service purchased by the Customer, including but not limited to subscription fees, usage fees, and any other associated costs, shall be as set forth in the applicable purchase order.
We will notify the Customer in the event we do not receive payment towards the Fees within the due date. Payment must be made immediately upon receipt of this notice. Failure to do so may result in additional remedies being pursued as permitted by law.
In case of non-payment for any reason or any violation of these Terms, we shall be entitled, without liability, to immediately suspend the Customer’s access to the Service.
There will be no refunds or credits for partial or non-use of the Service unless expressly stated otherwise.
The Customer is responsible for all applicable taxes, excluding taxes based on Planally’s net income. We will apply and collect taxes where required by law.
If the Customer qualifies for a tax exemption and wishes to have it applied to their invoice, valid proof of exemption must be provided at the time of purchase. Tax exemptions cannot be applied retroactively.
We reserve the right to change the Fees from time to time.
7. Term and Termination
The Subscription Term shall be as specified at the time of purchase. Each subscription will automatically renew for successive periods equal in length to the initial term unless either party provides written notice of termination at least thirty (30) days prior to the end of the current term.
Either party may terminate the Service and these Terms by providing written notice if the other party is in material breach and, where the breach is curable, fails to remedy it within a reasonable period of no less than ten (10) business days following written notice from the non-breaching party.
Termination may also occur if either party ceases its business operations or becomes subject to insolvency proceedings that are not dismissed within forty-five (45) days, in which case written notice of termination may be issued by the other party.
If the Customer initiates the termination of the Service in accordance with this Agreement, the termination will take effect at the end of the current subscription term. This termination does not release the Customer from the obligation to pay any applicable Fees due through the end of that term. The Customer acknowledges and agrees that no refunds will be issued for any Fees paid in advance.
We reserve the right to terminate the Customer’s account at any time by providing written notice, including for business reasons such as the discontinuation of the Services.
Following termination of the Customer’s account or the Service, whether initiated by the Customer or us, the Customer’s access to and use of the Service will cease. Upon written request, we will provide the Customer’s data within thirty (30) days from the effective termination date, in a format mutually agreed upon. After the data retention period, we reserve the right to delete all Customer data. Certain information, such as billing and subscription records, may be retained for accounting and legal purposes. Additionally, Customer data may remain on Planally’s replication or high-availability servers for up to ninety (90) days following termination, after which it will be permanently deleted.
8. Data Ownership and Responsibility
Planally does not claim ownership over any data submitted or stored by individuals through the use of the Service. You retain full ownership and responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide, including any intellectual property rights or permissions required for its use.
By submitting data through the Service, you represent and warrant that you have obtained all necessary rights, licenses, consents, and authority to share such data, and that its use does not infringe upon any third-party rights or violate any applicable laws, regulations, or contractual obligations.
To enable the delivery and maintenance of the Service including features such as data backup, replication, caching, performance optimization, and system availability, You grant us a non-exclusive, royalty-free, worldwide license to access, store, transmit, reformat, and display the content associated with your account, solely for these operational purposes.
We do not monitor or moderate submitted data, and assume no responsibility for its content, except as expressly stated in our data protection obligations. You remain solely responsible for the consequences of using, disclosing, storing, or transmitting your data through our platform.
9. Intellectual Property
All rights, title, and interest in and to all intellectual property and/or proprietary rights, title, and interest in or related to the Service (including without limitations to all modifications, extensions, customizations, scripts or other derivative works provided, developed or delivered under the Service), including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how shall be owned by and remain exclusively with Planally.
Pursuant to Clause 8, the Customer retains all rights, title, and interest in and to all electronic information, text, messages, or other content including, but not limited to, the Customer’s and end users’ personal data submitted by the Customer or its end users through the Customer’s Account while using the Service.
We do not claim ownership of Customer Data. However, the Customer grants us a non-exclusive, royalty-free, worldwide license to use, process, transmit, and store Customer Data solely for the purposes of providing, maintaining, supporting, modifying, and enhancing the Service.
Planally shall have a perpetual right and license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations, or other feedback it receives from the Customer.
All rights not expressly provided to the Customer herein are reserved.
10. Notification of Incidents
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, we 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.
11. Confidentiality
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 Service 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 fulfil 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.
12. General Account Terms
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.
Usernames and passwords are considered personal and form part of the Customer’s Confidential Information. The Customer remains fully responsible for all actions and omissions of users to whom access has been granted and agrees to indemnify Planally against any claims or losses arising from such actions or omissions.
The Customer must not use the Service for any unlawful or unauthorized activities. In using the Service, the Customer is responsible for complying with all applicable laws in their jurisdiction, including but not limited to intellectual property and copyright regulations.
In certain situations, Planally’s employees, contractors, or authorized agents may need to access the Customer’s Account and its contents to diagnose and resolve technical issues. By contacting Planally’s support team, the Customer implicitly grants permission for such access when necessary to provide effective assistance.
13. Warranty and Disclaimer
Planally warrants that the Service will maintain a minimum uptime of 99%. This uptime commitment excludes periods of scheduled maintenance and downtime caused by circumstances beyond Planally’s reasonable control.
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.
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.
Planally takes reasonable precautions to protect against viruses and other harmful components. However, due to the evolving nature of such threats, Planally does not guarantee that the Service will be entirely free from viruses or other malicious elements.
Planally makes no warranty that 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 make reasonable efforts to rectify the errors and interruptions.
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, the results of using the Service will meet the Customer’s requirements.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PLANALLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD-PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, THAT ARISE FROM OR RELATE TO THE USE OF OR INABILITY TO USE THE SERVICE, ANY CONTENT PROVIDED BY PLANALLY OR SUBMITTED BY USERS, ANY ACTIONS TAKEN IN RESPONSE TO INVESTIGATIONS BY PLANALLY OR LAW ENFORCEMENT AUTHORITIES, ANY ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS, ANY ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, OR FAILURES IN THE OPERATION OF THE SERVICE, ANY DAMAGE TO DEVICES, SYSTEMS, OR DATA RESULTING FROM VIRUSES, SECURITY BREACHES, OR OTHER TECHNICAL ISSUES, OR ANY LOSS OF PROFITS, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES. THIS LIMITATION APPLIES EVEN IF PLANALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. IN JURISDICTIONS WHERE LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES ARE NOT PERMITTED, THIS CLAUSE MAY NOT APPLY IN FULL.
IN ANY EVENT, PLANALLY’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE GREATER OF THE AMOUNT PAID BY THE CUSTOMER FOR THE SERVICES IN THE ONE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD $100.00 WHICHEVER IS GREATER.
THE CUSTOMER ACKNOWLEDGES THAT ANY DAMAGES INCURRED ARE NOT IRREPARABLE AND DO NOT ENTITLE THE CUSTOMER TO INJUNCTIVE RELIEF OR TO PREVENT PLANALLY FROM CONTINUING TO OPERATE, DEVELOP, OR DISTRIBUTE THE SERVICE, PRODUCTS, OR CONTENT. FURTHERMORE, PLANALLY IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, OR DATA OF THIRD PARTIES, AND THE CUSTOMER RELEASES PLANALLY FROM ANY CLAIMS OR DAMAGES, KNOWN OR UNKNOWN, ARISING FROM INTERACTIONS WITH SUCH THIRD PARTIES.
15. Third-Party Products, Services or Content
The 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 Service. Third-party products, services or content, and customer content in third-party services, are not part of the Service 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.
16. Indemnification
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 agrees to indemnify Planally for all claims and losses related to the negligence or acts, omissions, or intentional misconduct of such users.
17. Privacy Terms
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.
18. Modifications
Planally reserves the right to update and change the Terms from time to time; an updated version will be published on our website on the Terms of Service page. Any new features that augment or enhance the 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.
19. General Terms
19.1 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.
19.2 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.
19.3 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.
19.4 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.
19.5 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 San 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.
19.6 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.
19.7 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.
