Terms and conditions

Proxuma B.V. Terms and Conditions

Effective Date: May 15, 2024

1. Introduction

These Terms and Conditions (“Agreement”) govern your access to and use of the Proxuma website, software tools, and services (collectively “Services”). By accessing or using our Services, you (“User”) agree to be bound by this Agreement and acknowledge that you have read and understood it.

2. Acceptance of Terms

By creating an account or using our Services, you confirm your unreserved acceptance of these Terms. This Agreement is designed to protect both your rights as a User and our rights. We reserve the right to amend this Agreement at any time without notice. Your continued use of the Services signifies your acceptance of any modifications.

3. Digital Consent and Electronic Records

You consent to engage in this Agreement electronically upon registration or by accepting these Terms online. You acknowledge your ability to receive, download, and print this Agreement and any amendments.

4. Account Registration and Use Policy

4.1. To access certain Services, creating an account is required. You must provide accurate and current information at registration. You are fully responsible for all activities on your account and must maintain the confidentiality and security of your account credentials.

4.2. If you detect any unauthorized access or security breach, immediately report it to Proxuma. Failure to keep your account information true and secure may result in severe actions, including suspension or termination of your account.

5. Subscription Fees, Payment Terms, and Cancellation Policy

5.1. Access to our Services requires a subscription and payment of fees. By selecting a Subscription Plan, you agree to the payment of fees as detailed for the chosen plan. Each Subscription Plan has a minimum commitment period. Cancellation is only permissible after this period. Failure to cancel before the end of the commitment period results in automatic renewal for an equivalent term, subject to current pricing.

5.2. Upon automatic renewal, the subscription will continue under the new terms and pricing outlined at the time of renewal. It is your responsibility to be aware of the current terms and pricing. Adding licenses to your subscription establishes a new minimum commitment level. The total count must meet or exceed the newly established minimum commitment.

5.3. All prices are quoted in Euros. We may bill in your local currency, applying an exchange rate updated every 24 hours. Exchange rate fluctuations could affect the final amount charged, and this risk lies with you. You are responsible for all incurred charges until the effective cancellation of your subscription. Proxuma disclaims any obligation to refund subscription fees for services terminated before the end of your current subscription term.

5.4. Proxuma occasionally provides free or discounted trials for certain subscription plans, subject to specific conditions. Following the conclusion of such trials, you authorize Proxuma to commence billing for the subscription on a recurring basis, including applicable taxes and charges, unless you cancel in accordance with the trial terms.

5.5. You are liable for any sales duty or other governmental taxes or fees due with respect to your subscription. Proxuma collects sales tax where required and displays collected taxes at checkout. The actual taxes charged may be adjusted from the amount displayed at checkout.

5.6. In cases of non-payment, Proxuma reserves the right to either suspend or terminate your access to our Services immediately, with or without notice. Reinstatement of your access is contingent upon full settlement of all outstanding amounts. Payments overdue by 30 days or more will accrue interest from the due date until fully paid at the rate of 1.5% per month or the maximum rate permissible under applicable law, whichever is lower. Should Proxuma engage a collection agency or legal counsel to recover debts, you will be responsible for covering all reasonable costs of such collection efforts.

5.7. Should you wish to dispute any charge or seek credit, notify Proxuma in writing within 10 days of the invoice date. Failure to raise a dispute within this timeframe results in the waiver of your right to dispute the charge or receive a credit. Dispute notices must provide a detailed written description of the disputed charges. Both parties agree to engage in good faith and use commercially reasonable efforts to promptly resolve any such disputes.

6. Third-Party Integrations and Data Management

6.1. By utilizing third-party integrations through our Services and providing the necessary credentials, you authorize the exchange and processing of your data between Proxuma and the respective third-party service. It is your responsibility to ensure that the credentials you provide are correct, current, and securely managed. You also accept full responsibility for monitoring the performance and integrity of these integrations, especially when connecting multiple instances of a third-party service to one of our offerings.

6.2. You bear full responsibility for any data loss, alteration, or breaches that may occur because of these integrations. Additionally, you acknowledge that Proxuma is not liable for the performance, reliability, or failures of any third-party services integrated with our platform. Your proactive management and oversight of these integrations are crucial to maintaining the integrity and performance of the services provided through Proxuma.

7. Intellectual Property Rights, User Conduct, and Restrictions

7.1. You are granted a limited, revocable license to access and use the Services. All rights, title, and interest in the Services, including all intellectual property rights, remain the exclusive property of Proxuma. You agree not to reproduce, duplicate, copy, sell, or exploit any portion of the Services without express written permission from Proxuma.

7.2. By utilizing the Services provided by Proxuma, you commit to using these services solely for lawful purposes and in strict adherence to the terms outlined herein. It is your responsibility to ensure that all data and content transmitted or stored through your account does not violate these Terms. Specifically, you agree not to engage in any activity that aims to replicate, reverse-engineer, or derive inspiration from Proxuma’s operational methodologies, technologies, or business practices. Vendors or entities with a direct or indirect commercial interest in competing with or leveraging Proxuma’s proprietary information are expressly prohibited from using our platform.

7.3. By accessing and using our platform, you warrant that your intent is not to reuse, repurpose, or take inspiration from our platform for the development of similar or competing services, products, or operational methodologies. Should it be discovered that the platform has been used with such intentions or to otherwise benefit from Proxuma’s intellectual property without authorization, you agree that Proxuma shall have the right to claim a 10% ownership stake in your products, services, or entities.

7.4. Proxuma reserves the right to investigate any suspected illegal or unauthorized activities involving our Services. We will take appropriate legal action against individuals or entities found to be in violation of these Terms, up to and including termination of service, legal prosecution, and seeking damages. This clause is designed to protect the integrity of Proxuma’s services and the proprietary nature of our operations, ensuring that our platform remains a safe and legal environment for all users.

7.5. You agree that all Customer Data transmitted or stored using our Services is the sole responsibility of the person(s) originating such Customer Data and introducing such Customer Data into our Services. You must ensure the legality, reliability, integrity, accuracy, and quality of the Customer Data.

7.6. You agree to use our Services only for purposes that are legal, proper, and in accordance with these Terms and all applicable laws and regulations in the relevant legal jurisdictions (including, without limitation, laws and regulations relating to the storage and transmission of data and technology). You will comply with all local laws and rules regarding acceptable use of and conduct on the Internet.

7.7. You further agree not to:

  • Use our Services for illegal purposes or the promotion of dangerous activities.
  • Upload, store, or transmit any material that contains software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or equipment.
  • Use any data mining, robots, or similar data gathering or extraction methods except as expressly permitted by the Site or Service.
  • Perform or disclose any benchmarking or performance testing of the Site or Service without Proxuma’s prior written consent.
  • Resell, transfer, or sublicense any part of our Services to another person or entity without a specific written agreement from Proxuma.
  • Exceed the scope of the Service that you have signed up for; for example, accessing and using features that you do not have a right to use, or deleting, adding to, or otherwise changing another person’s entries or other Customer Data without proper
  • Access any part of our Services by any means other than through the interface provided by Proxuma unless you have been specifically allowed to do so in a separate agreement. This includes accessing any part of our Services through any automated means (such as scripts, web crawlers) or otherwise engaging with our Services in a manner likely to be harmful to the systems operating our Services or to others’ access or use of our Services.
  • Reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes any portion or use of or access to our Services unless you have been specifically permitted to do so in a separate agreement.
  • Reverse engineer, decompile, or disassemble any software provided by Proxuma as part of our Services except and only to the extent that such activity is expressly permitted by applicable law.

8. Disclaimers and Limitation of Liability

8.1. The Services provided by Proxuma are supplied on an “as is” and “as available” basis without warranties of any kind either express or implied. Proxuma categorically disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Proxuma does not guarantee that the Services will be continuous, timely, secure, or error-free, that defects will be corrected, or that the Services or servers that make them available are free of viruses or other harmful components. We do not guarantee the accuracy, completeness, or reliability of the information provided through the Services.

8.2. Your use of the Services is solely at your own risk. The Site and Software may include inaccuracies or errors. We reserve the right to amend, modify, or update information and to correct errors, inaccuracies, or omissions without prior notice at any time.

8.3. To the fullest extent permitted under applicable Dutch law, Proxuma, its affiliates, officers, directors, employees, agents, suppliers, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use or inability to use the Services. In the event of any dispute, controversy, or claim arising out of or in connection with these terms, the total liability of Proxuma and its suppliers under any provision of this agreement shall be limited to the equivalent of three months of your monthly payments to Proxuma, but in no case shall exceed the coverage limits of Proxuma’s insurance policies in force at the time of the claim. If Proxuma does not have sufficient insurance coverage, you agree that your ability to recover damages shall be limited accordingly, and you shall not be entitled to claim beyond what is covered by our insurance.

8.4. You agree to file any claim or dispute you may have against Proxuma within 10 days after such claim or dispute arises; otherwise, your claim shall be permanently barred. You acknowledge and accept that any claims made against Proxuma cannot exceed the amount covered by our insurance. In instances where our insurance does not provide sufficient coverage or if there is no insurance coverage, there shall be no possibility for claims to exceed these limits.

8.5. You understand that the limitations set forth in this section are fundamental elements of the basis of the agreement between you and Proxuma and reflect a fair allocation of risk. These limitations will apply even if any limited remedy specified herein is found to have failed in its essential purpose. This section, including all limitations and exclusions contained herein, shall survive the termination or expiration of this Agreement or your use of the Services.

9. Termination

Proxuma reserves the right to terminate your access to the Services at any time without notice for any reason, including but not limited to breach of these Terms. Upon termination, your right to use the Services will immediately cease.

10. General Terms

This Agreement is governed by the laws of The Netherlands without regard to its conflict of law provisions. This Agreement constitutes the entire agreement between you and Proxuma and supersedes any prior agreements. If any provision of this Agreement is found to be invalid, the remaining provisions will remain in full force and effect.

11. Data Privacy and Compliance Acknowledgment

11.1. When using our services and integrating with third-party systems, it is crucial to review our Data Processing Agreement (DPA) to fully understand how we handle and protect your data. Given that our services are available worldwide, it is particularly important to comply with the General Data Protection Regulation (GDPR) in the European Union. Additionally, you should be aware of and comply with data protection in other applicable jurisdictions.

11.2. Upon subscription, you are empowered to select the data center location and GDPR jurisdictional zone of your preference, aligning with your data compliance obligations.

Proxuma, by default, aligns with Dutch law and adheres to GDPR standards. This Agreement and the use of Proxuma’s Services are governed and interpreted in accordance with Dutch legislation. Both parties unequivocally agree to the exclusive jurisdiction of the courts located in The Netherlands for the resolution of any disputes arising under this Agreement.

11.3. We do not imply that the Services or their content are appropriate or available for use outside of the European Union. Access from regions where our content is considered illegal is strictly prohibited. Individuals accessing our Services from other locations are responsible for compliance with local laws. Any offers made in connection with our Services are null and void in jurisdictions where prohibited.

11.4. By engaging with our Services, you acknowledge your responsibilities and Proxuma’s legal adherence, including data center and GDPR zone selections, while understanding the governing law and jurisdiction provisions as integral components of this Agreement.

12. Contact Information

12.1. For any questions or concern, please contact us through https://proxuma.io/contact.