Terms and Conditions

Definitions

In these Terms of Service, defined terms shall have the meaning set out below:

• Agreement means the Purchase Order, these Terms of Service, as well as any Customer-specific supplementary agreement.
• Clause means the clauses of these Terms of Service.
• Consultancy Services means the services specified as such in the Purchase Order, including development and implementation of the software-as-a-service platform provided by Planner Studio.
• Consultancy Fees means the fees payable for Consultancy Services.
• Customer means the legal entity specified as such in the Purchase Order.
• Deliverables means any applications, widgets, extensions or other software and Updates thereto delivered by Planner Studio as part of the Services.
• Fees means the one-time fee and the monthly fees for the applicable Services payable throughout the Term.
• Party means Customer or Planner Studio, respectively, and Parties means Customer and Planner Studio collectively.
• Planner Studio means The Planner Studio ApS.
• Planner Studio IP Rights means copyrights, designs, patents, trademark rights, any other proprietary intellectual property rights, and know-how to the Services and the Consultancy Services, including the software and any Updates, and documentation.
• Purchase Order means the purchase order sent to Customer based on the order made by Customer to Planner Studio.
• Services means the software-as-a-service available at The Planner Studio, including Support, maintenance, and underlying application server infrastructure provided by Planner Studio in accordance with these Terms of Service and the Purchase Order.
• Schedule means a schedule to the Agreement.
• Support means the software support operated and made available by Planner Studio as further described in Clause 4 (Support).
• Terms of Service means these Planner Studio Terms of Service.
• Update means software or patches, fixes, and/or enhancements to the software (including Deliverables) created and released by Planner Studio as part of the Services.
• Working Day means Monday to Friday except Danish public holidays, Christmas Eve, New Year’s Eve, and Danish Constitution Day.

Chapter I – Software-as-a-Service License

1. Use of the Software-as-a-Service

1.1. Planner Studio provides access to an online solution allowing end users to customize, visualize and buy furniture trough the customers web shop. Planner Studio grants Customer a non-exclusive, non-transferable, and non-assignable right to access and use the Services and have its retail end users access and use the Services through Customer’s website, subject to the terms and conditions set out in this Agreement and Customer’s payment of all applicable fees under the Agreement.

1.2. Customer may only use, display, and make the Services available to visitors of Customer’s web shop and only in accordance with the Agreement. Planner Studio will not be liable for any use of the Services outside this scope of intended use.

1.3. Customer accepts that Planner Studio may release Updates. Planner Studio shall inform Customer of major Updates. Planner Studio is not obligated to provide or procure any Updates, except such Updates necessary to keep the Services in an operational state.

1.4. Customer may not decompile, modify, reverse engineer, or create derivative works of the Services. Customer agrees not to transfer, sublicense, lease, lend, or in any other way make available the Services in whole or in part to any third party.

2. Fees

2.1 The Fees are specified in the Purchase Order. The Fees include a one-time fee and a recurring fee based on the number of products registered by Customer.

3. Availability

3.1. Planner Studio shall provide the Services in accordance with the service description. Customer is aware of and accepts that planned, as well as unplanned, downtime can occur and that Planner Studio does not guarantee a specific uptime, operational stability, response time, or performance.

4. Support

4.1. Planner Studio shall provide support for all service requests regarding the Services. Planner Studio is responsible for the life-cycle management of all error categorization and Support as well as service requests and for keeping Customer informed of progress and advising on workarounds.

4.2. All communication regarding Support and maintenance shall take place via Planner Studio’s support email at [email protected].

4.3. Subject to payment of an onboarding fee, Planner Studio offers Customer onboarding services when adding new modules to the Services.

5. Customer Obligations

5.1. Customer shall follow all reasonable instructions and recommendations given by Planner Studio in respect of use of the Services. Customer shall cover any additional costs of Planner Studio incurred by Customer not fulfilling its obligations.

6. Exclusions

The Services, including Planner Studio’s Support, maintenance, back-up and recovery services, do not cover the following or in the following situations:

a) Hardware, software, or other components which are not part of the Services;   

b) Errors or problems caused by or contributed to by hardware, software, network connection or other components which are not provided by Planner Studio;

c) Errors or problems caused by Customer not following the instructions and recommendations from Planner Studio;

d) If Customer has rejected the implementation of any Update;

e) Errors or problems caused by third parties not acting on behalf of Planner Studio; or

f) Customer not fulfilling its obligations in this Agreement, including as set out in Clause 5 (Customer Obligations).

7. Security

Planner Studio will implement and maintain appropriate administrative, physical, and technical safeguards designed to prevent any unauthorized collection, use or disclosure of, or access to, the Services and/or Customer data.

Chapter II – Consultancy Services

8. Delivery and time of delivery

8.1. Planner Studio shall provide the Consultancy Services specified in the Purchase Order. The place of delivery for such Consultancy Services is Planner Studio’s office, unless otherwise provided in the Purchase Order.

8.2. For Consultancy Services (where there is no provision of a defined solution), Planner Studio is not obliged to perform a specific result, but only to seek to the best of its ability, and at the level otherwise applicable in the industry, the tasks set by Customer to be solved in an appropriate manner (in Danish: “indsatsforpligtelse“). Delivery is considered to have taken place when Planner Studio has spent time in connection with the Consultancy Service.

8.3. The delivery time, including any milestones, may be postponed by Planner Studio with prior written notice of five (5) Working Days without giving reasons and without incurring compensation by up to a total of twenty (20) Working Days. Unless otherwise agreed, Planner Studio’s postponement entails a corresponding postponement of all subsequent deadlines.

8.4. If Planner Studio’s delay in relation to an agreed delivery deadline is due to circumstances for which Customer is responsible, including Customer’s delivery of the necessary assistance for Planner Studio’s delivery of Consultancy Services or replacement of Customer’s designated contact person(s), the agreed delivery time shall be postponed by the number of days corresponding to the delay that has occurred. In this situation, Planner Studio may demand reimbursement for expenses due to Customer’s delay and fees according to the agreed hourly rates for superseded resources during the postponement period, however, Planner Studio is obliged to limit these costs as much as possible, e.g., by redeployment of resources.

8.5. If a design is included in a solution, this will also serve as a requirement specification. Once the design is approved, changes to the product can no longer be made without this going beyond the original agreement (in case of fixed price agreement).

9. Customer involvement

9.1. In order to manage the contact with Planner Studio, Customer shall designate one or more person(s) to whom any inquiry regarding any matter covered by the Consultancy Services can be made. In the relationship between Customer and Planner Studio, the appointment constitutes a power of attorney in accordance with section 13 of the Danish Contracts Act (in Danish: “aftaleloven“), according to which a person designated by Customer may enter into binding agreements on behalf of Customer in any matter referred to in the agreement. Customer is entitled at any time, by written notice to Planner Studio, to appoint one or more new contact person(s).

9.2. Customer shall make available to Planner Studio such information and material as Planner Studio reasonably deems necessary for the provision of the agreed Consultancy Services.

9.3. Planner Studio may use the resources of Customer, including employees, to the extent that Planner Studio reasonably deems this necessary for the performance and delivery of the agreed Consultancy Services.

9.4. Customer shall, at the request of Planner Studio, participate actively and loyally in the implementation and testing of Planner Studio’s services.

9.5. If, as part of the provision of the Consultancy Services, Planner Studio is physically present with Customer, Customer shall provide Planner Studio with facilities free of charge that are appropriate in view of the specific circumstances, e.g., access to wireless network for short stays or access to ordinary office facilities for longer stays.

10. Back up

10.1. Customer is obliged to back up solutions, software, etc., which Planner Studio develops, supports and/or maintains. Planner Studio is not liable for damages that Customer may suffer, and which could have been avoided if Customer had implemented proper back up routines.

11. Consultancy Fees

11.1. The Consultancy Fees are specified in the Purchase Order. Fees for Consultancy Services are based on time spent in accordance with Planner Studio’s applicable hourly rates. Planner Studio calculates the full hourly rate during transportation.

11.2. Planner Studio may demand reimbursement of expenses incurred in connection with the provision of Consultancy Services, including expenses for third-party software, transport, accommodation, catering, means of communication, etc.

Chapter III – Common Terms

12. Price and Payment Terms

12.1. All fees are exclusive of VAT and other applicable taxes which shall be paid by Customer.

12.2. If not otherwise agreed in the Purchase Order, Planner Studio shall be entitled to invoice Customer monthly in advance. All invoices issued by Planner Studio shall be paid within thirty (30) days from the date of the invoice.

12.3. In case the Parties have agreed upon fixed prices, the following payment terms shall apply unless otherwise agreed in the Purchase Order. For amounts above $2,000 USD – 25% is invoiced at start-up, 25% at test and 50% at completion of the task. For amounts below $2,000 USD, 50% will be invoiced at start-up and 50% at the end of the task.

12.4. Late payments will incur interest at a rate of 2% (two per cent) per month until payment is received. In addition, late payments are subject to a fee of $300 USD. Customer shall reimburse Planner Studio for all reasonable costs incurred in collecting any late payments or interest.

12.5. If not otherwise agreed, the fees shall be subject to indexation every year on 1 January in accordance with changes in the preceding year (from 1 October to 1 October) in the Harmonised Index of Consumer Prices (HICP) for the European Union (currently, price index 113.8 for 2022, full data available on Statistics | Eurostat (europa.eu). If the change in the index is negative, no adjustment will be made.

12.6. Planner Studio may change the applicable fees from time to time by giving Customer thirty (30) days’ notice. Customer will have thirty (30) calendar days from the notification date to object to the change in writing to Planner Studio. Such objection will entitle Customer to terminate the Agreement with effect thirty (30) days from the date of the termination notice.

13. Confidentiality

13.1. Each Party shall maintain confidentiality of the other Party’s confidential information. In particular, Customer shall keep the terms of this Agreement, any deliveries, and all other information obtained by Customer, its employees or advisors in connection with this Agreement confidential.

13.2. Customer may provide access to the Services or the Agreement to a third-party providing services to Customer, provided such third party to whom the information is disclosed is made aware of the confidentiality obligations under this Agreement and provided Customer imposes similar confidentiality obligations on such third party. Customer shall be liable for any misappropriation or disclosure of any of the materials set out above by such third party in breach of this Agreement.

13.3. Upon termination of this Agreement, for whatever reason, the Parties shall immediately return or irrevocably delete all documents or other materials, which have been received from the other Party, except materials that in accordance with statutory requirements must be maintained for archiving purposes. Upon the other Party’s request, each Party shall confirm the deletion in a written statement to the other party.

13.4. Planner Studio shall not in any way be restricted from using any general and specific knowledge and know-how obtained from Customer.

14. Customer data

14.1. Customer data stored via the Services is the property of Customer. Planner Studio is entitled to process Customer’s data for the purpose of Customer’s use of the Services.

14.2. Each Party shall retain ownership to its own or its licensors’ intellectual property rights. Customer shall indemnify and hold Planner Studio harmless from any claim that Customer data infringes third party intellectual property rights or infringes applicable law.

14.3. Upon request and against separate payment, Customer is entitled to have Planner Studio delete Customer’s data.

14.4. Planner Studio shall protect any Customer data, including any data confidential in nature in accordance with Clause 14 (Confidentiality).

14.5. Irrespective of Clause 14 (Confidentiality) and this Clause 15, Planner Studio may use Customer data for the purposes of improving the Services or other of Planner Studio’s offerings. For such use, Customer agrees that all Customer data undergo an anonymisation process designed to ensure that no personal data is processed by Planner Studio in pursuit of Planner Studio’s purposes.

14.6. Notwithstanding Clause 14.3 and 15.4, Planner Studio shall be entitled to keep anonymised data which have been generated through Customer’s use of the Services, including questions asked and answers given.

15. Customer Obligations

15.1. It is a basic prerequisite for Planner Studio’s provision of Consultancy Services that Customer’s systems have the technical specifications specified in the Agreement.

15.2. Customer shall continuously maintain a test environment, and Planner Studio may continuously make reasonable demands in this regard, including requirements for changes.

15.3. Customer is obliged, upon request from Planner Studio, to update third-party software that is part of Customer’s systems and IT environment. The update is at Customer’s own expense and must be completed within a reasonable time.

16. Intellectual Property Rights

16.1. Any Planner Studio IP Rights shall remain solely with Planner Studio.

16.2. Planner Studio is granted a worldwide, perpetual, irrevocable, transferable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer relating to the Services, provided that Planner Studio shall not identify Customer as the source of such feedback.

16.3. If a third-party claim that Planner Studio or the Services infringe third party rights, Customer shall immediately inform Planner Studio in writing and Planner Studio shall take over the defence of the claim. Planner Studio shall at its cost have full control of any proceedings arising out of any infringement of third-party rights. Customer may not make any admission as to liability and shall not agree to any settlement or compromise any action without the prior written consent of Planner Studio. Customer shall give Planner Studio all reasonable assistance in respect of any such proceedings.

16.4. Planner Studio agrees to indemnify Customer against any damages and costs imposed on Customer by a court of competent jurisdiction or any settlement sum approved by Planner Studio as a result of a claim by a third party that the use by Customer of the Services in accordance with the terms of this Agreement infringes the intellectual property rights of that third party, provided that such indemnity shall only apply if and to the extent that Customer has not been provided with a work around solution or an alternative license obtained by Planner Studio from such third party.

16.5. If Planner Studio cannot on commercially reasonable terms provide a work around or an alternative license, then Planner Studio can terminate the Agreement with respect to the affected parts of the Services (as relevant). Customer shall refrain from using the affected parts of the Services and Planner Studio shall not charge further on-going fees to the affected parts of the Services.

16.6. The foregoing rights of Customer shall be the sole remedies available to Customer in the event of third-party infringement claims.

16.7. Planner Studio shall not be liable for indemnifying Customer for any costs or damages if the infringement claim (i) is based on the use of an amendment, change, or modification made to the Services by any person other than Planner Studio or any supplier to Planner Studio; (ii) is based on a combination of the Services with other systems not provided by Planner Studio; (iii) if the Services are not being used in accordance with the Agreement; or (iv) if the alleged infringement would have been avoided or otherwise eliminated by the use of an Update which Customer has rejected.

16.8. If Customer becomes aware of any infringement or potential infringement of Planner Studio IP Rights, it shall promptly notify Planner Studio in writing.

17. Limitation and Exclusion of Liability

17.1.Planner Studio shall not be liable for any indirect, incidental or consequential losses or damages, including any of the following losses or damage (whether such losses or damage were foreseeable, known or otherwise):

a)Loss of revenue or any other loss of business;
b)Loss of actual or anticipated profit;
c) Damage or corruption to or loss of data or programmes and any consequences of not having access to data or programmes;
d) Losses caused by insufficient or inaccurate data obtained from Customer;
e) Losses caused by Customers lack of proper back-up routines pursuant to Clause 17;
f) Loss of goodwill;
g) Loss of data;
h) Loss of anticipated savings;
i) Business interruption;
j) Subject to Clauses 18.2-18.8 any loss related to third party claims of whichever nature, including claims related to the delay of implementation or upgrading projects; or
k) Any indirect, special, or consequential loss.

17.2. The total aggregate liability of Planner Studio in any one calendar year under this Agreement, including by way of tort and indemnity in any form, shall in no event exceed the Fees paid in the 12 months leading up to such liability event. For Consultancy Services the total aggregate liability of Planner Studio in any one calendar year under this Agreement, including by way of tort and indemnity in any form, shall not exceed (i) 50% the total actual payment made by Customer for the service on which the claim is based.

18. Warranties

18.1. Planner Studio does not give any warranties in relation to the software-as-as-service solution provided by Planner Studio other than what is expressly stated in the Agreement or in these Terms of Service.

18.2. Planner Studio is solely responsible for ensuring that the solution complies with general legal requirements in the Danish Marketing Practices Act (in Danish: “markedsføringsloven“), the Danish E-commerce Act (in Danish: “E-handelsloven“), and the Danish Data Protection Act (in Danish: “databeskyttelsesloven“). Compliance with foreign legislation, special laws and industry-specific rules, including rules that are specifically applicable to Customer, is Customer’s responsibility. Planner Studio does not guarantee that the solution complies in whole or in part with such legislation and regulation, and Customer indemnifies Planner Studio for losses that may arise due to Planner Studio’s failure to comply with it.

18.3. The warranties provided by Planner Studio are valid for a period of one month from the delivery of the solution.

18.4. If the party intending to invoke a given guarantee has not given written notice to the other party within ten (10) Working Days after the party is or should have become aware of a defect, the warranty obligation shall lapse.

19. Product liability

19.1. Planner Studio is solely liable for product liability in accordance with the provisions of the Product Liability Act that cannot be derogated from by agreement. Planner Studio is not liable for product damage on any other basis. If Customer becomes aware that damage has occurred or that there is an obvious risk that damage will occur as a result of Planner Studio’s performance, Customer must immediately inform Planner Studio thereof.

20. Suspension

20.1. Planner Studio strives to ensure continuous and reliable performance of and access to the Services. In the circumstances specified in Clause 22.2 below, however, Planner Studio shall be entitled to suspend its performance under the Agreement or suspend Customer’s access to the Services. Planner Studio shall use commercially reasonable efforts to provide written notice of any material suspension of the Services.

20.2. Planner Studio may exercise its right of suspension pursuant to Clause 22.1 without liability if:

a) Customer fails to make payment when due and such failure is not remedied within thirty (30) days; or

b) Customer fails to timely perform any of its obligations or is in breach of any of the terms of the Agreement.

20.3. Planner Studio shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the impediment is remedied. A suspension does not affect Planner Studio’s right to receive payment under the Agreement and any costs reasonably incurred by Planner Studio due to Customer will be payable by Customer.

21. Term and Termination

21.1. The Agreement remains in effect one (1) year from the date of the Purchase Order. The Agreement is automatically renewed for a one (1) year-period each year until Customer terminates the Agreement by giving three (3) months’ written notice to have effect on the last day of such a one (1) year-period.

21.2. Planner Studio may terminate the Agreement with effect on the last day of a month by giving three (3) months’ written notice.

21.3. If Customer or Planner Studio is in material breach of any of its obligations under this Agreement and such breach is not remedied within thirty (30) days after the receipt of a written notice hereof, or if the breach is not curable, the non-breaching party shall without further notice, be entitled to terminate the Agreement with immediate effect.

21.4. In case of termination of this Agreement, irrespective of the reason therefore, Customer shall immediately cease any use of the Services and be under an obligation to return all material related hereto to Planner Studio. In case of termination due to Customer’s material default, Customer shall not be entitled to receive repayment of any of the payments made under the Agreement.

22. Notifications of Changes

22.1. Planner Studio may change these Terms of Service from time to time. The current version of these Terms of Service are available on Planner Studio’s website at The Planner Studio. Planner Studio will notify Customer directly of all material changes with reasonable notice (in no event less than one (1) month). If such material changes have material adverse effects for Customer, Customer will have thirty (30) calendar days from the notification date to object to the change in writing to Planner Studio. The objection of Customer must be well-founded. Such objection will entitle the Customer to terminate the Agreement with effect from the date of the material changes. Absence of any objections from Customer shall be deemed a consent to the change.

22.2. Planner Studio shall notify Customer regarding developments, which could significantly impede Planner Studio’s current or future ability to provide the Services.

23. Use of Subcontractors

23.1. Planner Studio shall be responsible for its use of any subcontractors, as if Planner Studio had performed such services itself.

23.2. Planner Studio may freely perform outsourcing or chain outsourcing of services.

24. Compliance with Law and Policies

Planner Studio agrees to comply with laws, regulatory requirements, and guidelines applicable to it as a service provider during this Agreement.

25. Force Majeure

Neither Party shall be liable for failure or delay in performance of its responsibilities hereunder when such failure or delay is caused by wars, riots, uprisings, general strikes or labour disturbances, fire, flooding, natural disasters, monetary restrictions, trade embargoes, epidemics, transportation delays, interruption or breakdown in energy or internet supplies, compliance with the laws, acts, orders, rules, or regulations of any Government body, or any other cause whether or not similar to those specified herein, beyond the reasonable control of  the said Party.

26. Assignment

26.1. Planner Studio reserves the right to transfer its rights and obligations under this Agreement to another party, provided: (i) that such party is controlling, controlled by, or under common control with Planner Studio; or (ii) that transfer is made to a third party in connection with a bona fide transfer of all or a part of Planner Studio’s business.

26.2. Customer shall be entitled to assign its rights and obligations under this Agreement to another party, provided that such party is controlling, controlled by, or under common control with the Customer.

27. Customer Reference

Planner Studio shall have the right to use Customer as a reference, e.g. on its website, in press communications, and other marketing material, including case stories.

28. Governing Law and Jurisdiction

28.1. This Agreement shall be governed and construed in accordance with the laws of Denmark applied without giving effect to the UN Convention on Contracts for the International Sale of Goods and any conflict of law principles.

28.2. If the Parties do not succeed in solving a dispute amicably, the dispute shall be settled in Denmark by the Copenhagen City Court.

29. Severability

The invalidity or unenforceability of any term or any part of any term of, or any right arising pursuant to, this Agreement shall not affect the validity or enforceability of any other terms or rights or the remainder of any such term or right which shall continue in full force and effect except for any such invalid or unenforceable provision or part thereof.

30. Entire Agreement

This Agreement constitutes the entire agreement and supersedes any previous agreements between the Parties relating to its subject matter. In the event of a conflict between terms of the Agreement, specific deviations expressly stated in the Purchase Order shall take precedence over these Terms of Service.