Terms of Service

1. Parties

Individuals who access the Service on behalf of the Customer ("Authorised Users") must comply with these Terms. The Customer is responsible for its Authorised Users' compliance.

2. The Service

The Service is a cloud-based Business Operating System (BOS) that includes a management dashboard, AI Agent layer, financial intelligence tools, and integrations with third-party ERP and data systems. The specific modules, feature set, usage limits, and support tier are defined in the applicable Order Form or subscription plan.

We may update, enhance, or modify the Service at any time. We will give reasonable notice before removing features that are material to your use; we will not degrade service quality without good-faith justification.

3. Account & Access

• You must provide accurate registration information and keep it up to date.
• You are responsible for safeguarding credentials for all Authorised User accounts in your workspace. Notify us immediately at contact@planapulse.ai if you suspect unauthorised access.
• Each Authorised User must be an individual person; shared or bot accounts are not permitted unless explicitly agreed in writing.
• You may not allow access to the Service by persons who are not Authorised Users under your subscription.

4. Acceptable Use

You agree not to, and not to allow Authorised Users to:

• Reverse-engineer, decompile, or attempt to derive source code from the Service.
• Resell, sublicense, or make the Service available to third parties without written consent.
• Use the Service to process data subject to laws or regulations that would impose obligations on the Provider beyond those stated here without our prior written agreement (e.g., certain healthcare or payment data requirements).
• Upload content that is unlawful, harmful, defamatory, or that infringes any intellectual-property right.
• Attempt to gain unauthorised access to any other customer's data or any Provider system.
• Use the Service in a way that disrupts its availability for other customers (e.g., intentional denial-of-service activity, excessive automated requests not covered by our API fair-use policy).
• Use AI Agent outputs for any automated decision-making that produces legal or similarly significant effects on individuals, without human review as required by applicable law.

We reserve the right to suspend access to any account that breaches this section after giving notice (except where immediate suspension is necessary to prevent harm).

5. Your Data

Ownership. All data you load into the Service ("Customer Data") remains yours. We acquire no ownership rights in Customer Data.

Licence to Provider. You grant us a limited, non-exclusive licence to access, process, and store Customer Data solely to provide and improve the Service for you.

Data Processing. Where Customer Data includes personal data of your employees or end-customers, we act as your data processor. A Data Processing Agreement (DPA) forming part of these Terms is available on request and governs such processing in compliance with GDPR.

Export. You may export your Customer Data at any time via the Service export tools. We will retain Customer Data for 30 days after contract termination, after which it is securely deleted. We can provide a final export upon request before deletion.

Accuracy. We are not responsible for errors or inaccuracies in Customer Data that you provide.

6. Intellectual Property

All rights in the Service, including the software, AI models, design, and documentation, are owned by the Provider or its licensors. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during the subscription term.

Feedback you provide about the Service (bug reports, feature ideas, etc.) may be used by us to improve the Service without restriction or compensation to you.

7. Fees & Payment

• Fees are set out in the Order Form and are quoted in EUR excluding VAT unless stated otherwise.
• Annual subscriptions are invoiced in advance; monthly subscriptions are invoiced at the start of each billing period.
• Invoices are due within 14 days of issuance. Late payments incur interest at 0.05% per day from the due date.
• Prices may be adjusted at renewal. We will give at least 60 days' written notice of any price increase before the next renewal date.
• No refunds are issued for partial-period cancellations, except as required by applicable law or as stated in the Order Form.
• You are responsible for any taxes, duties, or levies applicable in your jurisdiction beyond Bulgarian VAT.

8. Service Levels

We target 99.5% monthly uptime for the core Service. Planned maintenance windows (typically off-peak hours, EEST) are excluded from uptime calculations and will be announced at least 48 hours in advance unless emergency. If we fall below the target in any calendar month, you may request a pro-rata service credit for that month; this is your exclusive remedy for downtime.

Support response times and escalation paths are defined in the Order Form or applicable support tier.

9. Warranties & Disclaimer

We warrant that: (a) the Service will perform materially in accordance with current documentation; (b) we have the right to provide the Service; and (c) we will implement reasonable security measures as described in our Security Policy.

Except as expressly stated above, the Service is provided "as is". We disclaim all implied warranties, including fitness for a particular purpose and non-infringement, to the maximum extent permitted by law. AI-generated outputs are advisory and may contain inaccuracies; you are responsible for human review before relying on them for material decisions.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages (including loss of profits, loss of revenue, or loss of data) arising from or related to these Terms, even if advised of the possibility of such damages.
• Our total aggregate liability arising from or related to these Terms in any 12-month period is capped at the total fees paid by you to us in the 12 months immediately preceding the claim.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Indemnification

You agree to defend and indemnify the Provider against any third-party claim arising from: (a) your or your Authorised Users' violation of these Terms; (b) Customer Data infringing a third party's rights; or (c) your use of the Service in violation of applicable law. We will notify you promptly of any such claim and cooperate in your defence at your expense.

12. Term & Termination

Term. These Terms commence on the date of Order Form execution or account creation and continue for the subscription term stated in the Order Form, renewing automatically unless either party gives at least 30 days' written notice of non-renewal before the end of the current term.

Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to remedy the breach within 14 days of notice. We may terminate immediately if you violate Section 4 (Acceptable Use) in a manner that poses a risk to the Service or other customers.

Effect of termination. On termination, all rights granted to you cease. Sections 5 (Your Data — export/deletion obligations), 6 (IP), 9 (Warranties Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 13 (Confidentiality), and 14 (Governing Law) survive termination.

13. Confidentiality

Each party may disclose confidential information to the other. The receiving party agrees to: (a) protect such information with at least the same care it uses for its own confidential information, but no less than reasonable care; (b) use it only for purposes permitted by these Terms; and (c) not disclose it to third parties except as necessary to perform under these Terms or as required by law (with prompt prior notice where legally permissible).

Customer Data is your confidential information. Provider's pricing, roadmap, and technical architecture are our confidential information. Confidentiality obligations survive for 3 years after termination.

14. Governing Law & Disputes

These Terms are governed by the laws of the Republic of Bulgaria. Any dispute arising from or related to these Terms that cannot be resolved by good-faith negotiation within 30 days shall be submitted to the exclusive jurisdiction of the competent courts in Sofia, Bulgaria. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

15. Changes to These Terms

We may modify these Terms at any time. Material changes (affecting your rights or obligations) will be communicated by e-mail at least 30 days before taking effect. Non-material changes (e.g., clarifications, formatting) take effect immediately. Your continued use of the Service after the effective date of a change constitutes acceptance. If you object to a material change, you may terminate your subscription before the change takes effect and receive a pro-rata refund of prepaid fees.

16. Contact