Planning Cockroach GmbH – for the use of the „Planning Cockroach” SaaS platform

Version: September 2026

1. Scope, Contracting Parties

These Terms and Conditions (“Terms”) govern all contracts between Planning Cockroach GmbH, Breisgauer Straße 17, 14129 Berlin, Germany, legally represented by its managing directors Mauri Guerreiro and Sara Lorenz (“Planning Cockroach”, “we”), and its customers (“Customer”) regarding the use of the cloud-based software-as-a-service platform „Planning Cockroach”, including the AI-powered assistant feature „Aunt Roachie” (together, the “Platform” or the “Service”).

These Terms apply exclusively to businesses (entrepreneurs within the meaning of § 14 of the German Civil Code, BGB). No contract is concluded with consumers within the meaning of § 13 BGB. By registering, the Customer confirms that it is acting for commercial or professional purposes.

Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent Planning Cockroach has expressly agreed to their applicability in writing.

Individual agreements (e.g. in a separate quote, order form or framework agreement) shall prevail over these Terms in case of conflict.

2. Subject Matter and Description of Services

Planning Cockroach provides the Customer with a web-based platform for revenue and sales planning. The scope of functionality follows from the then-current service description on the website or the booked plan and includes in particular:

• integration with the Customer’s CRM systems (currently Salesforce and HubSpot, with additional providers to follow),
• interactive scenario modeling and forecasting features (“Playground”),
• a data configuration and automation layer (“Factory”), including data hygiene audits,
• reporting and KPI dashboards, including multi-team and per-representative performance tracking,
• the AI-powered assistant feature „Aunt Roachie”, which uses third-party language models to provide natural-language analysis and insights based on the Customer’s sales data. By default Anthropic is used as the AI provider; the Customer or its users may alternatively select OpenAI as the AI provider in the platform settings (opt-in),
• an MCP (Model Context Protocol) server, enabling the Customer to connect authorized third-party AI tools (e.g. Claude) directly to the Customer’s workspace data.

Additional notification channels (e.g. Slack) may be made available from time to time; availability of specific channels is indicated in the Platform.

The specific scope and categories of CRM data retrieved (e.g. which CRM objects, such as Opportunities, are synced) depend on the integration configured by the Customer and are further described in the Data Processing Agreement (DPA).

Planning Cockroach is entitled to further develop, modify, or replace individual features of the Platform within the scope of the contractually owed service, provided this is reasonable for the Customer and does not materially impair the agreed core functionality.

There is no obligation to create, disclose, or hand over source code. This is a software-as-a-service offering; no local installation takes place at the Customer’s premises.

3. Conclusion of Contract, Registration, Trial Period

The contract is concluded either (a) through the Customer’s online registration on the Platform and confirmation by Planning Cockroach (self-service), or (b) through the Customer’s acceptance of an individual offer submitted by Planning Cockroach in writing or text form.

In the case of online registration, activation of access by Planning Cockroach constitutes acceptance of the Customer’s contractual offer. Planning Cockroach reserves the right to decline registrations without stating reasons, in particular where there are doubts as to the Customer’s status as a business or its creditworthiness.

New customers may trial the Service free of charge for a period of 14 days (“Trial Period”). The Trial Period ends automatically, without requiring termination, unless the Customer subscribes to a paid plan before it expires. During the Trial Period the Customer may end access at any time, without giving reasons and free of charge.

There is no entitlement to a continuation or extension of the Trial Period. Planning Cockroach may limit the scope of functionality during the Trial Period compared to the paid subscription.

4. Fees, Payment Terms

The prices set out in the price list valid at the time the contract is concluded, or in the individually agreed offer, shall apply. Unless stated otherwise, all prices are net prices plus statutory VAT at the applicable rate.

Billing occurs, depending on the booked plan, monthly or annually in advance by credit card, SEPA direct debit, or on invoice (subject to separate agreement). Unless otherwise agreed, invoiced amounts are due within 14 days of the invoice date without deduction.

In the event of late payment, Planning Cockroach is entitled to charge statutory default interest (§ 288 BGB) and, after prior notice and a reasonable grace period, to suspend access to the Platform until the outstanding amount is settled. Further statutory claims remain unaffected.

Price adjustments for ongoing contracts will be announced to the Customer in text form at least six weeks before they take effect. If the Customer does not object within four weeks of receiving the notice, the price adjustment is deemed accepted; the Customer will be specifically informed of this consequence in the notice. In the event of a timely objection, the Customer has a special right of termination effective as of the date the price change would take effect.

5. Contract Term and Termination

Unless individually agreed otherwise, the contract is concluded for an indefinite term with a minimum term corresponding to the booked billing period (monthly or annual), and automatically renews for the same period unless terminated in due form and time.

Either party may terminate the contract with 30 days’ notice to the end of the respective billing period, in text form (e.g. email).

The right to extraordinary termination for good cause remains unaffected. Good cause exists for Planning Cockroach in particular where the Customer, despite a warning, continues to use the Platform in breach of contract, or is in default of due payments for more than 30 days.

Upon effective termination, the Customer’s access to the Platform will be suspended. Return or deletion of Customer Data is governed by § 11 of these Terms and by the Data Processing Agreement (DPA).

6. Rights of Use

For the term of the contract, Planning Cockroach grants the Customer a simple, non-transferable, non-sublicensable right to use the Platform, within the agreed scope, for the Customer’s own internal business purposes via the internet.

The Customer may not make the Platform available to third parties outside its own organization, reverse engineer, decompile, or copy it, or use it to develop a competing product, except to the extent mandatorily permitted by law.

All rights to the Platform, the software, the trademarks „Planning Cockroach” and „Aunt Roachie”, and other content of Planning Cockroach remain with Planning Cockroach or its licensors.

7. Customer Obligations

The Customer is obligated to keep its access credentials confidential and to protect them from access by third parties. Planning Cockroach must be notified without delay of any suspected misuse.

The Customer is solely responsible for all data and content entered, uploaded, or provided via CRM integrations through its account. It warrants that it is entitled to use such data and to transfer it to Planning Cockroach, and that such use does not infringe third-party rights or applicable law.

The Customer may not use the Platform for unlawful purposes, in particular not to process special categories of personal data (Art. 9 GDPR), unless expressly agreed in writing and secured through appropriate technical and organizational measures.

Where third-party systems are connected (e.g. Salesforce, HubSpot), it is the Customer’s responsibility to obtain the necessary authorizations and to comply with the respective terms of use of such third-party providers. This applies equally where the Customer authorizes third-party AI tools to access its workspace data via the MCP server.

If the Customer or its users select OpenAI instead of Anthropic as the AI provider for „Aunt Roachie”, the notices in § 9 apply accordingly to that provider.

8. Availability, Maintenance, Support

Planning Cockroach endeavors to ensure Platform availability of 99% on a yearly average. Excluded are downtimes due to scheduled maintenance (which will, where possible, be announced outside usual business hours), force majeure, and circumstances outside Planning Cockroach’s sphere of influence, in particular outages at subcontractors such as hosting or infrastructure providers.

A deviating, binding service level agreement (SLA) with specific response and resolution times may be agreed individually.

Support is provided in accordance with the booked plan via email or the channels indicated on the Platform during usual business hours (weekdays, Mon–Fri, 9am–6pm, excluding nationwide public holidays in Berlin).

9. AI Features („Aunt Roachie”) – Special Notices

The „Aunt Roachie” feature uses language models provided by external providers. By default, Anthropic (Anthropic, PBC or its affiliates) is used; the Customer or its users may alternatively select OpenAI (OpenAI, L.L.C. or its affiliates) as the AI provider in the Platform settings. To provide this feature, data supplied by the Customer or retrieved via CRM integrations is transmitted to the respectively selected provider to the extent necessary to answer the relevant query. Further details are governed by the Data Processing Agreement (DPA), including the sub-processor list contained therein.

Output generated by „Aunt Roachie” is produced algorithmically based on available data and may be incomplete, outdated, or inaccurate, regardless of which AI provider was selected. It does not constitute legal, tax, or financial advice and does not replace the Customer’s own review. Business decisions made on the basis of output from „Aunt Roachie” are made at the Customer’s sole responsibility.

Planning Cockroach makes no warranty as to the accuracy, completeness, or currency of content generated by „Aunt Roachie”.

10. Data Protection

The parties will comply with applicable data protection law when performing the contract, in particular the General Data Protection Regulation (GDPR). Insofar as Planning Cockroach processes personal data on the Customer’s behalf (Art. 28 GDPR), the parties shall enter into the Data Processing Agreement (DPA) attached as an appendix or provided separately, which forms part of this contract.

Further information on the processing of personal data of individual users and website visitors can be found in Planning Cockroach’s Privacy Policy. Processing of Customer Data on the Platform (including CRM integrations and the „Aunt Roachie” AI feature) is governed by the DPA, not the Privacy Policy.

11. Customer Data, Data Backup, End of Term

Content and data entered by the Customer or retrieved via integrations (“Customer Data”) remain the property of, or subject to the disposal rights of, the Customer. Planning Cockroach uses Customer Data solely to provide the Service and for the purposes set out in the DPA.

Planning Cockroach takes reasonable technical and organizational measures for data backup (including regular backups); the Customer is nevertheless recommended to maintain its own backups of exportable content.

After termination of the contract, Customer Data will be retained for a transition period of 30 days to allow the Customer to export it, and will then be deleted, unless statutory retention obligations require otherwise. The Customer is solely responsible for exporting its data in due time before this period expires.

12. Liability

Planning Cockroach is liable without limitation for intent and gross negligence, for damages resulting from injury to life, body, or health, and in accordance with the German Product Liability Act.

In the case of slightly negligent breach of a material contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment is essential for the proper performance of the contract in the first place and on whose observance the Customer may regularly rely, Planning Cockroach’s liability is limited in amount to the foreseeable damage typical for this type of contract at the time the contract was concluded, but in any event not exceeding the fees paid by the Customer in the twelve months preceding the event giving rise to the damage.

In all other respects, Planning Cockroach’s liability for slight negligence is excluded.

The above limitations of liability also apply in favor of Planning Cockroach’s legal representatives and vicarious agents where claims are asserted directly against them.

Liability for content generated by the „Aunt Roachie” AI feature is additionally subject to the limitations set out in § 9 of these Terms.

13. Confidentiality

The parties undertake to treat all confidential information of the other party that becomes known to them in the course of performing the contract as strictly confidential and not to disclose it to third parties, unless this is necessary for the performance of the contract, required by law, or the information is publicly known through no breach of duty.

This obligation applies for the term of the contract and for two years thereafter.

14. Amendments to these Terms

Planning Cockroach is entitled to amend these Terms with effect for the future, in particular to adapt to changed legal requirements, technical developments, or further development of the Platform. Amendments will be communicated to the Customer in text form at least six weeks before they take effect.

If the Customer does not object to the amendment within four weeks of receiving the notice, the amended Terms are deemed accepted. The Customer will be specifically informed of this legal consequence in the amendment notice. If the Customer objects in due form and time, the contract continues on the previous terms; in this case Planning Cockroach is entitled to terminate the contract with six weeks’ notice to the end of the current billing period.

15. Final Provisions

The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Berlin.

The Customer may only assign or transfer rights and obligations under this contract to third parties with Planning Cockroach’s prior written consent.

Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected.