Terms of Service

Effective date: 29 May 2026 — Version 1.7 (updated 7 June 2026)

1. Who we are and the contracting parties

These Terms of Service form a binding contract between:

• PennaSystems — a sole trader (Personligt ejet Mindre Virksomhed / PMV) based in Denmark, registered with Erhvervsstyrelsen under CVR 46522036, whose statutory operator details are set out in our Impressum ("PennaSystems", "we", "us", "our"); and
• You — the freelancer, sole trader, partnership, company, equivalent commercial entity, or consumer that creates an account on the platform ("User", "you", "your"). PennaSystems is aimed primarily at businesses; if you sign up as a business you confirm you are acting in your professional or commercial capacity, and if you sign up as a consumer the protections in §3 apply (see §3).

By creating an account, clicking "Sign up", or using any part of the platform you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the platform.

In these Terms, the following capitalised terms have the meanings set out below:

• "Client" means a third party of yours to whom you send invoices, messages, files or bookings through the platform.
• "Service" or "Platform" means PennaSystems and all included modules: PennaPay (invoicing), PennaOrders (sales orders), PennaSchedule (booking and scheduling), PennaConnect (client messaging), PennaShare (file delivery), PennaWelcome (client onboarding), PennaProfit (income and expense tracking), PennaVentory (inventory), PennaFolio (portfolio) and PennaClock (time tracking), accessed via pennapay.com, pennasystems.com and app.pennasystems.com and via the PennaSystems mobile application.
• "Free Tier" means the free plan of the Service with feature limitations as described in these Terms.
• "Paid Plan" or "Pro Tier" means a paid subscription to the Service.
• "Content" means any data, text, files, images, or other materials you upload or generate through the Service.
• "GDPR" means Regulation (EU) 2016/679 and any implementing Danish legislation.

2. The service — what PennaSystems does and does not do

PennaSystems provides software tools for freelancers and small businesses, including invoicing, booking, client messaging, file delivery, client onboarding, income tracking, inventory, portfolio and time tracking. The platform is operated from Denmark under CVR 46522036.

The Service is provided as software-as-a-service over the public internet. We reserve the right to modify, suspend, or discontinue any individual feature with 30 days' notice; material changes that negatively affect you will be accompanied by the option to cancel and receive a pro-rata refund for any prepaid, unused portion of an annual plan.

The Service does NOT:

• Custody or hold funds. Payments your Clients make against invoices you create through PennaPay flow directly to your own Stripe account or specified payment destination. PennaSystems is not a payments institution, e-money institution, or any other regulated financial-services entity. We do not hold client money on your behalf.
• File taxes or act as a tax agent. Income records and SAF-T-compatible exports are tools for you and your accountant; submitting tax filings to Skattestyrelsen, HMRC, or any other tax authority is your responsibility (or your accountant's). PennaSystems is not registered as a Danish "revisor" or as a tax-filing agent in any jurisdiction.
• Provide registered bookkeeping under Bogføringsloven (yet). PennaSystems is not currently registered on Erhvervsstyrelsen's Fortegnelse over registrerede bogføringssystemer. We provide invoice generation and CSV export suitable for handing data to a registered bookkeeping system or revisor.
• Back up your data for archival purposes. Files uploaded through the platform (logos, invoice attachments, deliverables shared via PennaConnect or PennaShare, receipt images) are stored to provide delivery and operational continuity, not as a long-term archive. Download links are time-limited (share links currently expire 30 days from generation). You are responsible for maintaining your own copies of files you need to retain (in particular, for your statutory bookkeeping retention obligations — see §9).
• Offer guaranteed uptime or a service-level agreement (SLA). The Service is provided on commercially reasonable best-efforts basis. We do not warrant continuous availability and we do not offer service credits for downtime at the Free Tier or Paid Plan levels offered at the date of these Terms. If you require an SLA, contact us before signing up.
• Hold itself out as a consumer-focused service. PennaSystems is designed and marketed primarily for businesses and sole traders (see §3). Consumers (natural persons acting outside a trade, business, craft or profession) may nonetheless sign up; where they do, the mandatory consumer-protection rights set out in §3 apply and prevail over any conflicting term in these Terms.

3. Account terms (businesses and consumers)

PennaSystems is designed and marketed primarily for businesses and sole traders. If you register as a business, you represent and warrant that you are a commercial entity (a sole proprietor, partnership, company, or equivalent) purchasing and using the Service for professional and commercial purposes and you agree to provide a valid CVR number (Danish Central Business Register number) or an equivalent EU VAT identification number at signup and to keep it current. We validate CVR numbers against the public CVR API (cvrapi.dk) and EU VAT numbers against VIES.

A natural person who signs up without providing a valid business identifier, acting outside their trade, business, craft or profession, is a consumer. Consistent with the Danish Consumer Contracts Act (Forbrugeraftaleloven) §2 stk. 2, absence of a business identifier means we treat you as a consumer, and the mandatory consumer-protection rights set out in §3.1 apply to your purchase of a Paid Plan. These rights cannot be waived and prevail over any conflicting term in these Terms.

3.1 Right of withdrawal and proportionate payment for Paid Plans (consumers)

This clause applies only to customers who are consumers (natural persons acting outside their trade, business, craft, or profession). It does not apply to business customers or corporate entities, who have no statutory right of withdrawal.

• Statutory right. As a consumer purchasing a paid PennaPay plan ("Pro" or "Studio") at a distance, you have a statutory 14-day right of withdrawal under the Danish Consumer Contracts Act (Forbrugeraftaleloven) and the EU Consumer Rights Directive (2011/83/EU). This 14-day period runs from the day the contract is concluded. You may withdraw without giving any reason by an unequivocal statement (e.g. by email to support@pennapay.com or using the standard model withdrawal form).
• Express request for immediate provision. PennaPay is a continuously supplied digital service. During checkout you are asked, via a dedicated, unticked confirmation step, to expressly request that we begin providing the paid service immediately, before the 14-day withdrawal period expires.
• Effect of withdrawal and proportionate payment. If you submit the express request to begin the service immediately and then exercise your 14-day right of withdrawal, your right to withdraw is not extinguished; however, under Forbrugeraftaleloven §25 you must pay a proportionate amount for the service provided up to the point you communicated your withdrawal, calculated on the total contract price. We refund the remaining balance to your original payment method without undue delay and in any event within 14 days of the date on which we received notice of your withdrawal (Forbrugeraftaleloven §22 stk. 1).
• No return or restitution costs. As PennaPay is a digital service, there are no goods to return. You bear no costs of return or restitution in connection with your withdrawal.
• Failure to provide express request. If you do not provide the express request at checkout, we will not commence the paid service until the 14-day period has expired. If the service was erroneously commenced without your express request and you withdraw, your 14-day right is unaffected and you are entitled to a full refund without deduction.
• Statutory guarantees. This clause does not affect your mandatory statutory rights regarding defective or non-conforming digital services under Danish law.

Additional account rules:

• You must be at least 18 years old to use PennaSystems.
• You are responsible for maintaining the security of your login credentials. Two-factor authentication (TOTP or passkey/WebAuthn) is strongly recommended.
• You must provide accurate information when registering and during account use. A business or billing address is required to use invoicing features.
• One account per person. You may not share accounts. If multiple people need access, contact us for organisation-level access (where available on your plan).

4. Acceptable use

When using PennaSystems, you agree not to:

• Use the Service for any unlawful purpose or to violate any law in your jurisdiction or the jurisdiction of your Clients.
• Send spam, fraudulent invoices, phishing emails, or any communication intended to deceive recipients.
• Upload, share, or store malware, viruses, or any malicious code.
• Upload Content that infringes the intellectual property rights of others, including unauthorised reproduction of copyrighted material.
• Attempt to gain unauthorised access to other accounts, systems, or networks connected to the Service.
• Reverse-engineer, decompile, or attempt to extract the source code of the Service, except where such restriction is prohibited by applicable law.
• Scrape, crawl, or automate access to the Service in a way that exceeds reasonable usage patterns or burdens our infrastructure.
• Use the Service to develop or train a competing product or service, or to develop or train any AI or machine-learning model on our platform's outputs.
• Resell, lease, or sublicense access to the Service without our prior written consent.
• Use the Service to process personal data of others without a lawful basis under GDPR or other applicable privacy law.
• Use the Service to collect special-category personal data under GDPR Art. 9 (health, religion, sexual orientation, biometric data, etc.) without an Art. 9 lawful basis (typically explicit consent from the data subject). The platform does not gate Art. 9 collection technically — you remain the data controller and bear that responsibility (see Privacy Policy §3).

We may suspend or terminate your account for violations of this section, with or without notice depending on the severity.

5. Payment, billing and refunds

Free Tier: The Free Tier allows you to create and download an unlimited number of invoices for free. To keep your dashboard manageable, Free Tier accounts can save up to 5 invoices in their dashboard at any time; you can delete or archive older invoices to make room for new ones. There is no charge for creating, downloading, or sending invoices on the Free Tier. No credit card is required.

Paid Plans: Paid Plans are billed monthly or annually via Stripe. Prices are displayed in the app and on pennapay.com.

Billing currency: During the initial DK launch period of the Service, Paid Plans are billed in Danish kroner (DKK). Additional billing currencies (EUR, USD, GBP and others) will be enabled as we roll the Service out to additional markets; once enabled, the billing currency for your account will be set based on your account country and the currency selector in your account settings.

VAT: Prices shown to consumers are inclusive of VAT (inkl. moms), as required by the Danish Marketing Practices Act (Markedsføringsloven §6); the VAT-inclusive total payable is displayed before checkout. Prices may be shown to business customers exclusive of VAT (ex. moms); VAT is then added at checkout where applicable, and reverse-charge applies for EU-VAT-registered businesses outside Denmark in accordance with the EU VAT Directive 2006/112/EC.

Auto-renewal: Paid Plans automatically renew at the end of each billing period (monthly or annual) at the then-current price for your plan, unless you cancel before the end of the current period. You will receive an email reminder at least 14 days before an annual renewal.

Cancellation: You may cancel your Paid Plan at any time via your account settings. Cancellation takes effect at the end of the current billing period; you retain access to Paid Plan features until that date. No refunds are issued for partial billing periods.

Refunds for material adverse changes: If we make a material change to the Service that negatively affects you and you cancel before the change takes effect, we will issue a pro-rata refund for any prepaid, unused portion of an annual plan.

Price changes: We will give at least 30 days' notice before changing plan prices. Continued use after the effective date constitutes acceptance.

Payment processing: Payments for your subscription are processed by Stripe Payments Europe, Ltd. (Ireland). Stripe acts as an independent data controller for payment, anti-fraud and AML purposes; Stripe's own privacy policy applies to that processing. PennaSystems does not see or store full card numbers or sensitive authentication data; tokenisation is handled entirely by Stripe Checkout.

Invoices that you create and send to your own Clients through PennaSystems are payable directly to you. PennaSystems does not custody or hold funds on your behalf (see §2); payments from your Clients flow directly to your own Stripe account or your specified payment destination.

6. Intellectual property

Our intellectual property. All software, source code, designs, layouts, user-interface elements, illustrations, brand names ("PennaSystems", "PennaPay", "PennaSchedule", "PennaConnect", "PennaShare", "PennaWelcome", "PennaProfit", "PennaVentory", "PennaFolio", "PennaClock"), logos, trademarks and other proprietary content of the Service are and remain the exclusive property of PennaSystems (CVR 46522036), or of our licensors where third-party material is incorporated under licence. Nothing in these Terms transfers any intellectual-property rights in the Service to you. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term of your subscription.

Trademark notice. The PennaSystems word marks and feather-derived logo marks (the "Marks") are trademarks of PennaSystems (CVR 46522036). You may not use the Marks without our prior written consent, except for unmodified factual reference (e.g. "I use PennaSystems to send invoices").

Your content. You retain full ownership of all data and content you upload or create through the Service — invoices you generate, client records, files, messages, brief content, expense records, portfolio items, time entries. You grant PennaSystems a limited, non-exclusive, royalty-free, worldwide licence to store, process, transmit, display and back up that Content solely as necessary to provide the Service. This licence terminates when you delete the Content or your account, except as required for our legal obligations (fraud investigation, statutory record retention).

Feedback. If you send us suggestions, feature requests, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback to improve the Service. We will not identify you as the source of feedback in any publication without your consent.

Third-party material. Where the Service incorporates open-source components, those components remain licensed under their original open-source licences. A list of major open-source components and their licences is available on request.

7. Data ownership and Data Processing Agreement (GDPR Art. 28)

Data ownership. You retain full ownership of all personal and business data you upload or process through the Service. PennaSystems does not claim any ownership of your Content. We process personal data on your behalf in accordance with our Privacy Policy and the Data Processing Agreement set out below.

Roles. Where you use the Service to send invoices, messages, files or bookings to your own Clients, you are the data controller for your Clients' personal data and PennaSystems is your data processor within the meaning of GDPR Art. 4(7) and (8). Where we process personal data about you directly (your account, login activity, platform usage, marketing-list signups), we are the data controller for that processing — described in our Privacy Policy.

7.1 Data Processing Agreement (Art. 28(3))

This section constitutes the Data Processing Agreement between you (Controller) and PennaSystems (Processor) for the personal data described in our Privacy Policy §3 ("Personal data we collect and why"). It incorporates by reference the Standard Contractual Clauses for processor obligations published by the Danish Data Protection Authority (Datatilsynet) under GDPR Art. 28(3) and (4); a copy of the full template is available on request from privacy@pennapay.com.

Subject matter and duration. Subject matter: provision of the Service modules listed in §1. Duration: the term of these Terms (§9) plus any post-termination period required to delete or return personal data (§9 + Privacy Policy §7).

Nature and purpose of processing. Hosting, transmission, display, search, export, delivery and analytics necessary to operate the Service modules. Specific purposes are listed per data category in Privacy Policy §3.

Type of personal data and categories of data subjects. Per Privacy Policy §3. Categories of data subjects include your Clients and the end-recipients of invoices, bookings, messages and files you send through the Service.

Our obligations as processor. We will:

• process personal data only on your documented instructions (your account configuration, your usage of the Service and any specific written instructions you send to privacy@pennapay.com constitute documented instructions) and in accordance with applicable EU and Danish law, including GDPR;
• ensure that persons authorised to process personal data have committed themselves to confidentiality or are under a statutory obligation of confidentiality;
• implement the technical and organisational security measures required by GDPR Art. 32, as summarised in Privacy Policy §10;
• engage subprocessors only as listed at pennapay.com/legal/subprocessors. You hereby grant general authorisation for the engagement of the subprocessors listed on that page. We will notify you by email at least 30 days before adding any new subprocessor and you may object before the change takes effect, in which case you may terminate your account and receive a pro-rata refund for any prepaid, unused portion of an annual plan;
• assist you, taking into account the nature of the processing and the information available to us, in fulfilling your obligations to respond to data-subject requests (GDPR Arts. 12-22) and to comply with GDPR Arts. 32-36 (security, breach notification, DPIA);
• notify you of a personal data breach without undue delay and, where feasible, no later than 36 hours after becoming aware of the breach, with information sufficient for you to comply with your own notification obligations under GDPR Arts. 33-34;
• on termination of the Service relationship, delete or return all personal data to you in accordance with §9 and Privacy Policy §7, subject to retention obligations under Danish or EU law (notably the 5-year retention under Bogføringsloven § 10);
• make available to you all information necessary to demonstrate compliance with this Data Processing Agreement and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you. Audits will normally be satisfied by a written compliance statement issued once a year at our expense; physical inspections may be requested with 14 days' written notice and at your expense.

International transfers. Transfers of personal data outside the EEA happen only through subprocessors listed at /legal/subprocessors, each governed by the EU-US Data Privacy Framework, EU Standard Contractual Clauses, or by EU residency, as documented on that page and in Privacy Policy §6.

Conflict. In the event of any conflict between this Section 7.1 and the Datatilsynet template referenced above, this Section 7.1 prevails unless the Datatilsynet template provides stricter protection for the data subject, in which case the Datatilsynet template prevails to the extent of the stricter protection.

8. Warranties, disclaimers and limitation of liability

Warranties and disclaimers. PennaSystems will use commercially reasonable efforts to ensure the Service is available and functions materially in accordance with its documentation. We do not warrant that the Service will be uninterrupted, error-free, or fit for any particular purpose beyond what is described in the documentation. Statutory warranties under mandatory EU law that cannot be excluded by agreement continue to apply where relevant.

Limitation of liability. To the maximum extent permitted by applicable law, PennaSystems' aggregate liability arising out of or related to this Agreement — whether in contract, tort, statute, or otherwise — shall not exceed the total fees paid by you to PennaSystems in the twelve (12) months preceding the event giving rise to the claim. PennaSystems shall not be liable for indirect, incidental, consequential, or punitive damages, or for loss of operations, loss of profit, loss of revenue, loss of goodwill, loss of data, or anticipated savings.

The limitation in the preceding paragraph does not apply to:

• damages caused by PennaSystems' wilful misconduct (forsæt) or gross negligence (grov uagtsomhed), in line with Danish case law under Aftaleloven §§ 36-38;
• liability that cannot be excluded or limited by mandatory Danish or EU law, including strict liability under the Product Liability Act implementing Directive (EU) 2024/2853;
• death or personal injury caused by our negligence;
• infringement of third-party intellectual property rights for which PennaSystems is responsible.

Indemnification. You agree to defend and indemnify PennaSystems against third-party claims arising directly from (a) your unlawful uploading of Content to the Service, (b) your verifiable breach of third-party intellectual property rights through your use of the Service, or (c) your violation of §4 (Acceptable use). PennaSystems must notify you promptly of any such claim and allow you to control the defence in cooperation with PennaSystems. This obligation does not extend to claims arising from PennaSystems' own breach of this Agreement or its applicable legal obligations.

9. Term and termination

This Agreement begins when you create an account and continues until terminated. You may terminate your account at any time by following the cancellation procedure in the Service. PennaSystems may suspend or terminate your account for material breach of these Terms, including violations of §4 (Acceptable use), with notice appropriate to the severity of the breach.

What happens to your data on termination. On termination of your account:

• Your right to use the Service ends.
• The data-export tool in Settings remains available to you during the 30-day soft-delete grace period described in Privacy Policy §7.
• Invoicing and bookkeeping records you created for your Clients (where PennaSystems acted as your data processor) are deleted within 30 days of your account-deletion request, in line with GDPR Art. 28. You are responsible as data controller for retaining those records in your own bookkeeping system for the 5-year period required by the Danish Bookkeeping Act (Bogføringsloven § 10). Use the export tool before deletion to download a copy you can retain.
• Subscription invoices PennaSystems issued to you for your platform subscription are retained by PennaSystems for 5 years from the end of the financial year to which they relate, as required by Bogføringsloven § 10 governing our own bookkeeping records. This retention is independent of your account-deletion request.
• After the 30-day grace period your account is permanently erased: the data you created on the platform is deleted and your account record is reduced to an anonymous tombstone. This final erasure runs automatically and cannot be reversed. See Privacy Policy §7 for the full disclosure and the manual-purge procedure.

Survival. Sections 4 (Acceptable use), 6 (Intellectual property — to the extent of accrued obligations), 7.1 (Data Processing Agreement — to the extent of post-termination obligations and ongoing retention), 8 (Warranties and limitation of liability), 9 (Termination consequences), 10 (Governing law) and 12 (Severability) survive termination.

10. Governing law and venue

This Agreement is governed by the laws of Denmark, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Danish courts, with the City Court of Copenhagen (Københavns Byret) as the court of first instance. This is without prejudice to any mandatory rules of jurisdiction that may apply under EU law to the extent you are domiciled in another EU Member State.

Dispute resolution and the EU ODR platform. If you are a consumer and we cannot resolve a dispute directly, you may refer the matter to the European Commission's Online Dispute Resolution (ODR) platform under Regulation (EU) No 524/2013, available at ec.europa.eu/consumers/odr. Our email address for dispute correspondence is support@pennapay.com. You may also complain to the Danish Competition and Consumer Authority's Centre for Complaint Resolution (Konkurrence- og Forbrugerstyrelsens Center for Klageløsning, forbrug.dk).

11. Changes to these Terms

We may modify these Terms from time to time. Material changes will be communicated to you by email or in-app notification at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you do not accept a material change, you may terminate your account before the effective date and request a pro-rata refund for any prepaid, unused portion of an annual plan. The current version is always available at pennapay.com/terms.html.

12. Severability and entire agreement

If any provision of these Terms is held to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' original intent. These Terms, together with the Privacy Policy, the Cookie Policy, the Subprocessors list and the Impressum, constitute the entire agreement between you and PennaSystems regarding the Service and supersede any prior agreements, communications, or understandings on the same subject matter.

13. Contact

For questions about these Terms, contact:

PennaSystems (CVR 46522036)
support@pennapay.com (general support) · privacy@pennapay.com (privacy and GDPR requests)