Introduction

Thank you for becoming a Planday customer.

Before you start using Planday, we need you to look through these General Terms. They set out our commitments to you and also explain your legal rights and obligations. We have done our best to explain it all without using too much jargon so that it’s clear what we expect from you and what you can expect from us. Please note: nothing in these terms excludes mandatory paragraphs or anything you can’t contract out of.

If you have questions or comments after you’ve read these General Terms, please contact support@planday.com. We’d love to help.

How to read these general terms

In this section, we set out the definitions and describe the way these General Terms should be read.

1. You and Planday:

When we say you or your, we mean both you and any entity or firm you are authorised to represent.

When we say Planday, we or us, we mean the Planday entity you contract with.

(This will depend on the edition of the Planday product you subscribe to. Clause 64 (Planday contracting entities: law and venue) shows which Planday entity you are contracting with.)

2. What words mean:

When you see a word in bold, it will have the same meaning every time it is used in these General Terms.

Services means all of the software and support services we provide to you now or in the future. You can find more details about the services in the documentation.
Documentation means the documents we give you which describe the services and how to use them.
Software means the online software applications we provide to you as part of the services, including our staff rota software “Planday”.
An user is a natural person being one of your employees or contractors who use our services as part of your subscription. A user can also be someone working at your clients, who has been authorised by you as a user.
Your subscription order sets out the subscription plan, fees and the start date of your subscription and other conditions specific to you.

Using Planday

In this section, we explain what you are getting by signing up and the way our services work.

3. The right to use our services:

By signing up to our services, you agree that you are fully responsible for controlling your subscription and who can access it.

You can use our services for as long as you continue to pay for your subscription or until the subscription is terminated.
You may only use our services for your internal business operations and in the country in which you are based.

4. Access to your subscription:

You control who accesses your subscription and the type of access the user has. You can change or stop that access at any time and you are responsible for resolving any disputes with any users relating to access.

5. Users:

You are responsible for your users’ activity and for making sure they use the services in line with these General Terms and all applicable laws and regulations.

6. Passwords:

You must protect your users’ and your user names and passwords from getting stolen or misused. You must ensure that your users’ passwords are very strong and not easily guessable. The stronger the password the better!

7. Delays:

We rely on you for some things so that we can provide the services to you. To help us do that, you agree to carry out all your obligations to us in a timely manner. If you cause a delay, we may need to change any agreed timetable or delivery schedule and we reserve the right to charge our current standard rates for any additional time spent or work done because of any delays caused by you. We also reserve the right to claim from you any reasonable additional costs we may incur.

8. When we introduce new or revised services:

Since we’re always thinking about how to make Planday better, we may change our services. For new or updated services, there might be additional terms. We’ll let you know what those terms are before you start using those services.

9. What we own:

We own everything we’ve put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. This also includes rights in any copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.

Do's and don'ts

This section is super important because it outlines how you can and can’t use our services.

10. Help using our services:

We provide a lot of guidance and support to help you use our services, so please do use our services only for lawful business purposes and in line with these terms, the instructions and guidance we provide.

11. Limitations:

Some of our services may be subject to usage limits. We’ll tell you about these usage limits.

12. No-charge or beta services:

Occasionally we may offer a service at no charge – for example a beta service, or a time-limited trial account. Because of the nature of services, you use them at your own risk.

13. While we can’t cover everything here, we do want to highlight a few examples of things you can’t do:

access or assist others to access any system without permission
access all or any part of the services documentation to build a product or service which competes with our services
copy or make available any information or material (excluding your data) we provide you with to anyone else
introduce or upload anything bad to our services such as viruses or other malicious code
do anything with the service and the software that you shouldn’t be doing such as modifying, hacking, decompiling, reverse engineering or extract the source code of any part of our services
resell or provide our services in any way expressly permitted through our service
resell or sublicense any of our data accessed through our services
be abusive or disrespectful to someone who works for Planday or one of our customers, for example when you are dealing with our support teams

Nothing in this section limits any of your rights under your local applicable laws, except as permitted by those laws.

14. Your information:

You must keep your information (including a current email address and billing email address) up to date. You are responsible for providing true, accurate and complete information, and for checking the accuracy of any information that you use from our services for your legal, tax and compliance obligations. If we ask you to, you agree to:

provide us with a list of current users as soon as possible, and
provide the co-operation we need so that we can comply with law when we provide the services to you.

Users

Our services are designed to be used by a set number of people. This section describes how you can change that number.

15. Number of users:

You must make sure that our services are not used by more users than you have purchased licences for. At any time during your subscription, you can:

increase the number of users by buying an additional licence. The additional licence will be subject to these General Terms and run from the date you activate them. We will bill you a prorated amount on your next invoice for the month following activation to reflect the additional users.
reduce the number of users provided that you always pay the minimum billable amount. If your number of licences falls below the minimum amount agreed in your subscription order, then you will still be invoiced for the minimum billable amount. Any reductions to the number of users will take effect from the first day of your next subscription period and be reflected on the invoice for the following billing period.
reassign your user licences to other users. If you do this, a user licence must be deactivated and reassigned to another user. The previous user must be deactivated and no longer access or use any part of the services. This is to prevent the same user from using more than one licence at the same time.

16. Exceeding the number:

If you exceed the number of permitted users set out in your subscription order, we may retrospectively charge you additional licence fees.

Availability, modifications, support

We always strive to minimise any downtime, but sometimes it is necessary so we can keep our services updated and secure. You also may have occasional access issues and this section explains some important details.

17. Availability:

We try to maintain the availability of our services and provide online support 24 hours a day, although we can’t guarantee full availability. Occasionally, we may need to perform maintenance on our services, and this may require a period of downtime. When planned maintenance is being undertaken, we will attempt to give you advance notice and communicate any impact to your access.

18. Access issues:

Occasionally, you might not be able to access our services and your data due to internet access and network issues outside our control. This might happen for any number of reasons, at any time.

Modifications, support

19. Modifications:

We often release new updates, modifications and enhancements to our services and, in some cases, we discontinue features. When this happens, we will try to notify you as soon as we can – for example, by email, on our blog, or within our services when you log in.

20. Changes that have a negative impact:

If any modification is materially impacting the functionality, compatibility or interoperability of the software and is detrimental to you, then we will tell you about the proposed change at least 30 days before the change goes live. If you object to the material change, you may terminate your subscription within the time you will be deemed to have accepted the change.

21. Problems and support:

If you have a problem, we have excellent support available in the Planday Help Center that should help you with most situations.

Data and privacy

Planday uses your data to provide our services to you. Our data processing agreement is an important part of these General Terms and they describe in more detail how we deal with your personal data.

22. Use of data:

We respect your privacy and take data protection very seriously. Our privacy policy and data processing agreement and cookies policy are available on our legal pages on our website and provide you with more information on how we use data. This includes how we use and process personal data for operational, service improvement and safeguarding purposes. By using our services you agree to our data processing agreement and cookies policy and that you have read and understood our privacy policy.

23. Your data:

Any data that you or your users upload onto our software is data that you own and we have rights to use that data to provide our services. We reserve the right to delete or erase, process any of your data on the basis of a specific assessment made under applicable laws. We also reserve the right to anonymise (when feasible), use and back up all of your data to:

enable us to provide our services
allow us to improve, develop and protect our services
create new services and software
communicate to you about your subscription

You must ensure there is a valid legal basis for all processing and further processing of personal data. This includes informing data subjects about the purposes of the processing and further processing of their personal data where required.

24. Data Loss:

Data loss is an unavoidable risk when using any technology. We are responsible for maintaining copies of your data entered into our services. For information on how to check out of Planday Help Center how to export data out of Planday. We are not responsible for any data loss caused by a third party, except for our subcontractors. Where there is data loss or damage to your data, your only recourse is that we will do our best to restore the data from the latest backup of your data that we’ve maintained.

AI Services

This section explains how you can use the AI features within services and outlines some important limitations and responsibilities. Our AI services are designed to help you, but they are not a substitute for human judgement and oversight.

25. What the AI Services are:

Our services may incorporate functionality using artificial intelligence, machine learning, or similar technology (the AI Services). Your use of these services is not only subject to these General Terms but also the terms of any underlying third-party AI provider.

26. Data, Disclaimers, and Limitations:

By using the AI Services, you agree that we and/or third-party providers may process, store, and use your data to provide the AI Services.

Important: The AI Services are not intended to replace human intervention, and we are not liable for the output of the AI. We cannot guarantee the AI Services will be 100% accurate, fully reflect reality or correctly identify issues in your data.

We may remove your data or other content from the AI Services if we believe it violates applicable law or third parties’ rights.

27. Your responsibilities when using AI:

You and your users must:

Not rely on the output as the sole source of truth or factual information, or as a substitute for professional advice.
Always evaluate and verify the results from the AI Services for accuracy and appropriateness.
Use human review before using or sharing any results.
Not use the AI Services for automated decision-making (such as hiring, scheduling, or disciplinary measures) that may have a legal or material impact on individuals, unless those decisions are separately reviewed and approved by a responsible person.
Not use the AI Services to generate content that violates another party’s rights, including their intellectual property, publicity, or privacy rights.

Confidential information

We take reasonable precautions to protect your confidential information and expect that you do the same for ours.

28. Keeping it confidential:

While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to use reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals or businesses. You and we agree to share confidential information with our group companies and with legal or regulatory authorities if required to do so.

Security

We take security seriously and you should too! We take precautions to protect your confidential information, and expect that you do the same for ours.

29. Security safeguards:

We have invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. Read more about these measures on our website and in the data processing agreement. Although we cannot guarantee absolute security, we take reasonable steps to help protect your data. We may notify you if we have reason to believe that someone has accessed (or may be about to access) your account without authorisation and we may also restrict access to certain parts of our services until you verify the access.

30. Account security features:

We may introduce security features to make your account more secure, such as multi-factor authentication. Depending on where you are in the world or what services you use, we may require you to adopt some of these features. Where we make use of security features optional, you’re responsible for any consequences of not using those features. We strongly encourage you to use all optional security features.

31. Playing your part to secure your data:

You have an important part to play by keeping your login credentials secure, not letting any person use them, and making sure you have strong passwords on your account(s). If you suspect or become aware of any unauthorised access to your account, you must let us know immediately. You also agree not to use free-form fields in any of Planday’s systems to store personal data (unless it is a field explicitly asking for personal data – like a first name or last name), credit card details, tax identifiers or bank account details.

Pricing

Unless you are in a free trial or other period, you will need to pay for a subscription based on the pricing of your selected plan. The subscription plan and fees are available when you select your pricing plan. If payment is late, we may have to suspend the services. To avoid delayed or missed payments, please make sure we have accurate payment information.

32. Planday pricing plans:

To use our services you must pay the fees set out in your subscription order. Prices bear in mind that licences are invoiced in blocks of 5 users, unless otherwise set out in your subscription plan. We may also charge you for additional services or for using certain features within Planday which attract additional fees, but we’ll tell you about those (including the list prices) before you use them.

33. Invoicing:

Planday will invoice you for the fees in advance on either a monthly, quarterly or annual basis. Planday may change the invoice frequency, but we will give you reasonable advance notice if we do. You must pay the amount due within 8 days of the invoice date, unless your subscription order or invoice says another time frame.

34. Late payments:

If your payment is late, we may charge you interest at the lower of either the rate allowed by law or the rate set by the relevant central bank of the country where we contract with you (see clause 64 Planday contracting entities: law and venue). We may also pass on to you the administrative costs of chasing payment from you.

35. Changes to fees:

Sometimes we may need to change the fees in your pricing plan. We’ll always give you at least 30 days notice before the increase goes live. You may cancel your subscription (except for fixed-term contracts) within 21 days of being notified if we increase by more than 5% of the current fees in your pricing plan. Your subscription will then end when the increase goes live.

36. Reduction in general charges:

If we generally reduce the long term pricing plans, and you are on a fixed term contract, we may choose to reflect this reduced pricing on your next renewal.

37. Taxes for your use of our services:

Depending on your region, the fees may be inclusive or exclusive of transactional taxes (like VAT and GST). You are responsible for paying all other external taxes and withholding tax if it applies in your region. You are responsible for providing accurate location information for tax purposes.

Liability and indemnity

This section is important as it outlines the liability terms between you and us, so please read it carefully. This section will continue in force after the termination of the contract for whatever reason.

38. Disclaimer of warranties:

Our services and all third-party products are made available to you on an “as is” basis. Subject to the exclusion in section 60 (Exclusion), we disclaim all warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose. We do this to keep our prices low and to reduce our risk, but we do not intend to reduce your rights. Planday does not represent or warrant that:

the operation and supply of the software will meet your requirements or will be uninterrupted or error-free
functions contained in the software will operate in combination with other software and systems you use
the software is free from viruses, inaccuracies, errors, bugs or interruptions, or is reliable, accurate, complete or otherwise valid

39. Labour laws & regulations:

In some countries, we provide support on interpretation of labour laws and regulations:

We do not represent or warrant that the information about labour laws and regulations within the software are either fully compliant or always up to date with any labour laws or regulations.
If you own responsibility to ensure compliance with labour laws and regulations and it is your responsibility to verify that the information about labour laws and regulations in the software and its functionality is correct and applicable to you.
You must read the Planday Help Center articles and implement the manual workarounds that are required where non-compliant features cannot be automated.

40. Limitation of liability:

Other than liability that we can’t exclude or limit by law, our liability to you under these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customer, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, loss of time spent by your employees or consultants in connection with the services, damage to reputation, loss in connection with any other contract, or indirect, consequential or incidental loss.
For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
Nothing in these General Terms excludes, restricts or modifies any right or remedy which cannot lawfully be excluded or limited. This section does not exclude or limit liability arising out of either party’s fraud or wilful misconduct, or for damage to health, bodily or life.

41. We indemnify you:

If someone makes a claim against you for using our software in a way that infringes their intellectual property rights, we will help defend or settle the claim at our expense and we will reimburse you for any losses, expenses or damages you incur as a result (but you need to tell us about the claim promptly and give us control over how we deal with it. We won’t cover costs or losses that you incur without our consent, or if the claim wasn’t caused by our software).

42. You indemnify us:

If someone makes a claim against us because of something you or your users did while using our services, our software or a third-party product, you will be responsible for and reimburse us for any losses, costs (including legal fees), expenses or damages we face unless the claim is because of something we did.

Term and termination

This section describes the length of your subscription, how the subscription auto-renews and the rights you or we may have to terminate your subscription.

43. Subscription start date:

Your subscription begins on the date the service is first made available to you or the date specified in your subscription order (if earlier).

44. Subscription period:

Your subscription will be run for an initial 12 month subscription period, unless otherwise agreed.

45. Auto-renewals:

When your subscription period ends, the subscription will automatically renew for additional periods of the same duration as the previous one unless you give notice at least 30 days before the end of the current period. For more information, check out how to cancel a subscription in our Planday Help Center.

46. Termination by you:

You may terminate your subscription immediately by writing to us at support@planday.com if we materially breach these General Terms and we do not remedy the breach within 60 days after receiving your notice to remedy the breach.

47. Termination or suspension by Planday:

We may terminate your subscription or parts of it at any time by providing you with one month’s written notice in advance. We may also terminate or suspend your subscription or access to all or any data immediately if:

you breach any of these terms and do not remedy the breach within 30 days after receiving notice of the breach
you fail to pay your fees
you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become subject to any scheme of arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction
required to do so by law, a government or regulatory body
the software is subject to an attack, virus or unauthorised access
we reasonably believe a suspension of the software is necessary for the purposes of protecting the software, you or our other customers

Any re-activation of the services following suspension or discontinuation may be subject to a fee.

48. Consequences of termination:

When our contract terminates, all licences granted to you under our contract will terminate immediately and you will immediately cease to use all of our services, software, documentation and intellectual property rights. Any rights, remedies, obligations or liabilities that either you or we had before termination will not be affected.

49. No refunds:

If our contract with you expires or is terminated for any reason (except if we terminated the contract because we breached the contract), you will not be entitled to any refund of fees or other remuneration paid to us, whether or not you paid in advance.

50. Retention of your data:

If you terminate or your contract expires, we retain your data submitted or created by you on our platform for 14 days for you to export. If you need any additional help in exporting your data, we will try to provide this. We will invoice you for any support time and material fees. We retain the data we need to comply with our legal obligations and we may keep anonymised data for analysis and improvement of the services. You can get in touch with us to have your data removed completely before the 120 days limit if you wish. You may be obliged by law to retain records, which means you are responsible for exporting your data.

51. Termination of the Data Processing Agreement:

If you terminate this contract, this will automatically result in cancellation of your contract as of the same date. There will be no refund or prepayments, and any notice period will be cancelled and changed to zero. In any case, all relevant clauses and instructions in our Data Processing Agreement will survive any termination or cancellation of the Data Processing Agreement for up to 120 days after the expiry or termination of our contract for you to comply with the above clause 50.

Disputes

This section outlines how disputes may be resolved.

52. Dispute resolution:

Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team. If we’re unable to resolve your complaint to your satisfaction, you and we agree to resolve such disputes in accordance with the agreed choice of law and venue set out in clause 64 (Planday contracting entities: law and venue).

Important housekeeping

Here we set out some additional terms. Take a read as they cover important issues.

53. Authority:

If you are accessing or using our services on behalf of your organization, you represent that you are authorised to accept these General Terms on its behalf and that your organization accepts and agrees to these General Terms.

54. Feedback:

We love receiving feedback from our valued customers. You allow us to use your feedback to improve our services and to use that feedback along with your name, logos and the fact that you are our customer in our advertising materials.

55. Order of priority:

Even though they are meant to be read together, if there are any inconsistencies between documents, the following order of priority will apply:

your subscription order
any addendum to these General Terms
these General Terms
any Product Terms and
the data processing agreement

Note that the data processing agreement will take precedence in relation to the processing of personal data but not in respect of the Liability and indemnity section above.

56. Subcontractors:

We may engage and use subcontractors at any time, without your prior consent. Our use of subcontractors in relation to processing of personal data is regulated in the data processing agreement. We will be responsible for our subcontractors’ and sub-processors’ compliance with obligations under these General Terms and the data processing agreement.

57. No professional advice:

Just to be clear, we are not a professional services firm and aren’t in the business of giving any kind of professional advice. We know our business and have some valuable insights to share with you, but you are responsible for deciding whether to use our information and results.

58. Events outside our control:

We do our best to control the software and our services. Neither party is liable to the other for any failure or delay in the performance of any of our obligations (except payment obligations) under these General Terms arising out of any event or circumstance beyond reasonable control (“Force Majeure”).

59. Notices:

Any notice you send to us must be in writing and sent to support@planday.com. Any notices we send to you will be sent to the email address you’ve provided through your subscription order.

60. Exclusion:

In some countries, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that cannot be excluded, we are only bound by the express promises made in these General Terms. Our liability for breach of a non-excludable guarantee is limited to, at our option, the replacement or repair of the relevant service or the refund of the amount paid by you for the service.

61. Excluded terms:

The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these General Terms.

62. Blocking your access, disabling your subscription, or refusing to process a payment:

As part of using our services, you must comply with restrictions related to sanctions. If you do, we may block your access, terminate your subscription, or refuse to process a payment. We reserve the right to take associated action if you, your organization, or a person you invite to create an account is connected to countries or persons that are subject to sanctions. You should check what payments methods are available in your country and make sure payments are made without delay.

63. Assignment by Planday:

We may assign any of our rights or obligations in these General Terms to another Planday entity without your approval. Planday entities are Xero Limited (a New Zealand company with registration number 1830488) or the companies controlled by or under common control with Xero Limited.

64. Sub-licences and transfer by you:

You may not grant any sub-licence for the licence granted to you in these General Terms. You may not transfer or assign any of your rights under these General Terms to anybody else.

65. Changes to these General Terms:

We sometimes need to change these General Terms. But don’t worry, changes won’t apply retrospectively. You can keep track of changes to our General Terms by referring to the version and the date last updated at the top of the General Terms.

If a change isn’t material, we may not necessarily notify you.
If we make changes that are material, we will notify you in advance (we’ll endeavour to provide you with 30 days’ notice before it becomes effective but we may not be able to if we need to make changes sooner for reasons we don’t have control over). When we notify you, we’ll do so by emailing you and/or posting a visible notice through our services. If the change fundamentally and detrimentally changes the nature of the rights granted to you under these General Terms, you may terminate your subscription except for any fixed term subscription (unless the change takes effect, then you have accepted the change).

66. Enforcement of terms:

This agreement constitutes the entire agreement between you and us. If there is any part of these General Terms that either one of us is unable to enforce, we will ignore that part but everything else will remain enforceable.

67. PLANDAY CONTRACTING ENTITIES: LAW AND VENUE

Planday edition: Planday A/S
Address: Kuglegårdsvej 7, 1434 Kbh. K., Denmark
Registration: CVR 27666248
Law: Danish law
Venue: City Court of Copenhagen

With the exception of the countries listed below, Planday A/S will be the contracting entity for contracts in the rest of the world.

Planday edition: Germany
Planday entity: Planday GmbH
Address: Gerhofstraße 1–3, 20354 Hamburg, Germany
Registration: HRB 144856
Law: German law
Venue: Courts of Hamburg

Planday edition: Norway
Planday entity: PLANDAY NORWAY AS
Address: Rådhusgata 4, 0151 Oslo, Norway
Registration: 912 179 559
Law: Danish Law
Venue: The City Court in Copenhagen

Planday edition: United Kingdom
Planday entity: Planday Ltd
Address: Floor 3, 7 Devonshire Square, London, United Kingdom
Registration: 09103508
Law: Laws of England and Wales
Venue: Courts of England and Wales

Planday edition: USA
Planday entity: Planday Inc.
Address: 2130 Millennium Drive, Los Angeles, USA
Registration: 5807470
Law: State of California, USA
Venue: Courts of the State of California, USA
Note: Planday Inc. is the contracting party for customers from Canada.