Terms of Service

These terms of service (hereinafter referred to as “Terms”) constitute a binding agreement between the Customer (as defined hereinbelow) and Procys B.V. registered with the Dutch Chamber of Commerce under registration number 24193147 (hereinafter referred to as “Procys”) for any purpose, including for accessing information, conducting transactions, making use of any service or functionality provided by Procys through its Procys API Platform (as defined hereinbelow) or through its website available at the domain name www.procys.com (hereinafter referred to as “Website“).

For the purpose of these Terms, the terms “we”, “us” or “our” are references to Procys, and the terms “you” and “your” are references to the Customer, as defined hereinbelow.    

These Terms shall be read in conjunction with the Privacy Policy available at https://procys.com/help-center-article/privacy-policy. Your access to and use of the Procys API Platform and the Website is conditional upon your acceptance of these Terms and the Privacy Policy. You represent that you are above 18 years of age and competent to enter into legally binding contracts. By accessing and/ or using the Procys API Platform and/ or Website, you represent that you have read, understood and agree to be bound by these Terms and Privacy Policy.

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1. Definitions

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All capitalized definitions in these Terms, both plural and singular, are defined as indicated below.

Agreement: Shall include any agreement between Procys and User/ Customer with respect to the Services.

API Integration: shall mean an integration between the Procys API and a Third Party Application.

Customer: Shall mean any natural and/ or legal person that has entered into an Agreement with Procys

Customer Data: Shall mean any and all information, data, metadata or other materials provided, uploaded or submitted by Customer or its Users to the Services, via the Procys API Platform/Website or otherwise, including parts of information (automatically) extracted by Procys from Customer Data.

Confidential Information: Shall mean all non-public information disclosed to or obtained by one party from the other, including all information relating to that other’s business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective Customers, customers, partners or suppliers (together with copies made of any of the foregoing) and which information, at the time of disclosure is marked as being “Confidential” or bearing a similar legend and all other information that the receiving party reasonably should have known was Confidential Information of the disclosing party unless otherwise specified or the context so requires.

Intellectual Property Rights: Shall mean any and all rights associated with intangible assets owned by a person or company including, but not limited to, copyright, database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights,as well as rights to know-how, whether registered or unregistered.

Order Form: Shall mean an online order page or an ordering document specifying the Services to be provided by Procys to Customer.

Procys: Shall mean the company Procys B.V. registered with the Dutch Chamber of Commerce under registration number 24193147.

Procys API: Shall mean the application programming interface made available by Procys permitting Customer to let Third Party Applications interact with the Service via an API Integration, in which all Intellectual Property is owned by Procys.

Documentation: Shall mean any instructions, specifications and technical documentation related to the use of the Services, such as the Procys API, as made available by Procys.

Quotation: Shall mean a (online) written offer from Procys in respect of the provision of Services.

Service: Shall mean any service provided by Procys to Customer as described in the Agreement for instance, access to the Procys cloud-based technology for automated data extraction from documents submitted by Customer via the Procys API or otherwise.

Third Party Application: Shall mean a (cloud) software application used by Customer and provided by Customer itself or a third party, which interoperates with the Service via an API Integration.

User: means a natural person who is authorized by Customer to use the Service.

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2. Applicability, interpretation, and conclusion of the Agreement

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1. These Terms shall apply to all Quotations from Procys and the performance of subsequent Agreement(s) by or in the name of Procys.
2. Any general purchase conditions or other general terms and conditions of Customer do not apply to the Agreement unless the applicability thereof is expressly accepted by Procys in writing. In case Customer submits such terms prior to the conclusion of the Agreement, Procys hereby explicitly rejects the applicability thereof.
3. The Agreement shall be executed upon:
4. Customer’s completion of an Order Form followed by a written order confirmation from Procys, automated or otherwise; or
5. Procys’ receipt of Customer’s written acceptance of a Quotation.
6. Any Quotation from Procys is valid for a period of thirty (30) days from the date of the Quotation. After expiry of this thirty (30) day period, Customer may still notify Procys of its acceptance of the Quotation, however in such a case, the Agreement shall only be executed upon subsequent written confirmation by Procys.
7. If any part, provision, representation or warranty of the Agreement is prohibited or which is held to be null and void or unenforceable or annulled, the remaining parts, provisions, representation and warranties of the Agreement will stay in full force and effect. Parties will then replace the null and void or annulled provisions by new provisions, whereby the purpose and purport of the null and void or unenforceable or annulled provision will be taken into account as much as possible.

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3. License

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1. Upon conclusion of the Agreement and for the duration thereof, and subject to timely payment of applicable fees, Procys grants Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable licence to access and use the Services and Documentation provided under the Agreement, in accordance with the provisions of the Agreement.
2. Customer shall only use Services and Documentation in and for its own business or organisation and exclusively for the intended purpose the Service is provided for.

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4. Provision of Services

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1. Upon conclusion of the Agreement, Procys shall use reasonable endeavours to initiate fulfilment of the Agreement and the provision of the Services.
2. Procys shall endeavour to provide the Services with due observance, care, and expertise. Services are solely provided on the basis of an obligation for Procys to use reasonable endeavours, unless agreed otherwise.
3. Customer will follow all reasonable instructions from Procys and will provide all reasonably needed assistance to make it possible for Procys to deliver the Services. Customer represents and warrants the accuracy and completeness of all information supplied by it, or on its behalf, to Procys.
4. Procys may provide Customer with Documentation in respect of the use of the Services, such as the Procys API.
5. Customer shall be solely responsible for the correct implementation of the Procys API, the development and maintenance of any API Integrations it desires, and the procurement of licenses required for the use of Third Party Software that are interoperating with the Service via Customers’ API Integrations.
6. Procys makes no representatives in respect of any Third Party Software and has no obligation to develop, maintain, support, or assist Customer in realizing desired API Integrations. Procys shall in this regard only be responsible for making the Procys API available to Customer.
7. Procys will use reasonable endeavours to protect the Services against misuse, abuse, and unauthorised access to Customer Data.

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‍5. Access to the Services

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1. In order to use and access certain Services, such as the Procys API, additional authentication  may be required. The necessary credentials for such authentication, such as the login credentials for online user accounts or API-tokens for using the Procys API, will be provided by Procys to Customer or, if such feature is made available in future, may be generated by Customer itself. In any case, such credentials shall not be shared with third parties, except for third parties that are engaged by Customer for the purpose of developing and maintaining API Integrations for Customer itself.
2. Customer is obliged to keep its authentication credentials, such as passwords and API-tokens, secure and strictly confidential. Procys has the right to assume that all acts performed following authentication with these credentials have been performed under the supervision and/ or with the approval of Customer. Customer is obliged to notify Procys immediately and no later than 24 hours, if it suspects abuse and/or unauthorised use of its credentials and Customer must then still take all available measures to prevent any (future) abuse and/or unauthorised use.
3. Customer is fully responsible for the actions and omissions of its Users and third parties using the Services on its behalf.

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6. Use of the Services

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1. Customer is prohibited to use Services in a manner that is in violation with the Agreement or any applicable laws and regulations.
2. Customer may not use Services in a manner that causes nuisance, hindrance, or loss and/or damage to Procys and third parties, including other Customers of Procys. This prohibition includes, without limitation, the use of scripts or programs for up- or downloading large amounts of data or excessively often accessing the Procys API. Customer will defend, indemnify and hold Procys, its affiliates and licensors, as the case may be, and each of Procys’ respective officers, directors, employees and representatives from and against any claims, damaged, losses, liabilities, costs and expenses (including attorneys’ fees) arising out of or relating to any such nuisance, hindrance, breach of Terms and representation and warranties given by Customer hereunder or loss and/or damage to Procys and third parties, including other Customers of Procys, as a result of the Customer’s use of Services.
3. Customer shall not access, store, distribute or transmit any information during the course of its use of the Services that:
4. is libellous, defamatory, insulting, racist or discriminating, or incites hate;
5. infringes third-party rights, in any case including but not limited to Intellectual Property Rights;
6. violates the privacy of third parties, in any case including but not limited to distributing third-party personal data without a valid legal basis;
7. is otherwise illegal or causes damage or injury to any person or property;
8. is in violation with any  usage instructions given by Procys at any point during the term of the Agreement. Shall not directly or indirectly, republish, issue copies, distribute, communicate to the public the Procys API and/or reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Procyc API used to provide the Services or access the Procys or Services or use any Confidential Information in order to build a similar product or competitive product or  remove any proprietary notices or labels belonging to Procys.
9. Use of Service, including the Procys API and/ or Website, may be subject to specific usage limitations (for example with regards to the maximum number of API calls allowed per specific time frame). If this is the case, the usage limitations will be specified in the Agreement or Documentation. If the Agreement or Documentation does not contain specific usage limitations, the use of the Service shall be subject to a “fair use” policy reflected in the article “16. Fair Use”. Customer will be considered to exceed normal usage patterns if Customer uses the Service in an excessively higher manner compared to other Customers of Procys under comparable circumstances. If Customer exceeds the applicable usage limitations, Procys cannot be held liable if the Service becomes inaccessible or does not fully function properly.
10. If Procys takes notice of any (suspected) unlawful or unauthorized use of the Service, Procys shall have the right to take all reasonable measures to stop the (suspected) unlawful or unauthorized use including stopping Customer’s/User’s access to the Services and shall not be liable for any damage resulting from measures taken.
11. If, in Procys’ reasonable opinion, the continued functioning of the computer systems or -network of Procys or its engaged third parties or affiliates is being, or under threat of being, damaged or jeopardized, Procys may take all steps it deems reasonably necessary to end or avert such damage or jeopardy. These measures may, without limitation, include the (temporarily) suspension of the provision of affected Services.
12. Procys may recover from Customer any loss or damage sustained as a result of its breach of the Agreement. Customer shall indemnify and hold Procys harmless against any and all third-party claims pertaining to loss and/or damages arising from Customer’s violation of the Agreement.

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7. Availability and Maintenance

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1. Unless the Agreement contains specific guarantees or explicitly agreed upon otherwise between the parties, the Services will be made available on an “as-is” basis. Procys does not warrant that the Service will be free of errors or that the Service will be fit to interoperate with all combinations of hardware and software selected and used by Customer. In case of errors in the Service, Procys will endeavor to rectify these as quickly as possible and shall be entitled to introduce temporary solutions or workarounds.
2. From time to time, Procys may perform maintenance on its Services and make changes to the Services in the form of updates or upgrades. Such updates or upgrades may result in a change in the functionality of the Services. Suggestions from Customer for improvement of the Services are always welcome, but in the end Procys may solely determine which changes will be made. Procys is not obliged to maintain and keep available older versions of the Service for individual Customers.
3. The performance of maintenance-related activities may result in interruptions in the availability of the Services. In case Procys is able to foresee that certain maintenance-related activities may result in interruptions, it will use reasonable endeavors to ensure the activities do not take place during peak hours – but instead during times when the general demand for access to the Services is lowest.
4. Procys will use all reasonable endeavors to notify Customer of planned maintenance-related activities – through email or via the Services – where possible in advance. Emergency maintenance may occur at any time without prior notification to Customer.
5. Updates or upgrades to the Services are performed at times to be determined by Procys. Customer will not be able to use an older version of the Service (e.g. older version of the Procys API) once an update or upgrade has been performed unless Procys decides otherwise. Nor will Customer have any right or claim to an update or upgrade that was announced by Procys but was eventually not performed.
6. Procys does not guarantee that Procys API or Website will be available at all times . Customer may experience hardware, software or other problems or need to perform maintenance related thereto, resulting in interruptions, delays, bugs or errors. Customer agreed that Procys has no liability whatsoever for any loss, damage, or inconvenience caused by Customer’s inability to access or use Procys API or Website during any downtime or discontinuance of Service.

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8. Support

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1. Documentation with regard to troubleshooting and general use of the Services may be made available by Procys to be used by Customer and its Users. In addition to such Documentation, Procys may, but is not obligated to, provide support to Customer and its Users in respect of usage of the Services. If such support is offered, Procys will use reasonable endeavors to respond to support requests as quickly as possible. Yet Procys cannot warrant that a response or solution will be provided in a set amount of time, as such response times are dependent on the nature and complexity of the question or issue at hand. Procys may assume that Customer and its User will consult the available Documentation before contacting Procys for available support. Procys may refer Customer and Users back to the Documentation in case the question or issue can be answered or solved by consulting.

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9. Fair Use

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1. Users of the Procys: platform and APIs shall, unless receiving prior express approval by the Company, not disrupt the service by Overloading the platform. The Customer shall abide by these limits, in aggregate over all concurrent sessions pertaining to their Access Order (organization account).
2. No more than 400 API requests per minute.
3. No more than 400 application page loads per minute.
4. No more than 400 application logins or API logins per hour.
5. No more than 400 document uploads per hour, in a total size of no more than 4000 MB of data.
6. Another activity that could reasonably be understood as a Denial-of-Service attack.
7. Attacking the security of the platform, by manually or automatically attempting to breach any security controls, including brute forcing passwords or secret tokens, attempting to exploit software vulnerabilities, or systematically attempting to access API objects not associated with their Access Order (organization account).

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10. General

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1. This Agreement shall constitute an integral and inseparable part of Procys’ Terms and Conditions and shall be read and construed in conjunction therewith.
2. The Agreement shall exclusively be governed by Dutch law.
3. Any dispute between the parties in connection with or rising from the Agreement will be submitted to the competent court in the Netherlands in the district where Procys has its registered office unless Procys submits the dispute to a different competent court.
4. Where the Agreement refers to “written” or “in writing”, this also includes communication via email, or for Procys only also via the Services, provided the identity of the sender and the integrity of the content can be adequately established.
5. Customer will not be authorized to transfer the Agreement or assign any of its rights and obligations arising therefrom to a third party without the express written consent of Procys. Procys is authorized to transfer the Agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this Agreement is subject.
6. Procys’ failure to exercise or enforce any right or provision of these Terms and/ or Agreement shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and/ or Agreement remain in full force and effect.