Procys Terms of Service

These terms of service (hereinafter referred to as “Terms”) constitute a binding agreement between the Client (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 Client, as defined hereinbelow.   

These Terms shall be read in conjunction with the Privacy Policy available at https://procys.com/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. 

1. Definitions

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

1. Applicability, interpretation, and conclusion of the Agreement
   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 Client do not apply to the Agreement unless the applicability thereof is expressly accepted by Procys in writing. In case Client submits such terms prior to the conclusion of the Agreement, Procys hereby explicitly rejects the applicability thereof.
   3. The Agreement shall be executed upon:
      1. Client’s completion of an Order Form followed by a written order confirmation from Procys, automated or otherwise; or
      2. Procys’ receipt of Client’s written acceptance of a Quotation.
   4. 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, Client 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.
   5. 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.
2. License
   1. Upon conclusion of the Agreement and for the duration thereof, and subject to timely payment of applicable fees, Procys grants Client 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. Client 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.
3. Provision of Services
   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. Client will follow all reasonable instructions from Procys and will provide all reasonably needed assistance to make it possible for Procys to deliver the Services. Client represents and warrants the accuracy and completeness of all information supplied by it, or on its behalf, to Procys.
   4. Procys may provide Client with Documentation in respect of the use of the Services, such as the Procys API.
   5. Client 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 Clients’ API Integrations.
   6. Procys makes no representatives in respect of any Third Party Software and has no obligation to develop, maintain, support, or assist Client in realizing desired API Integrations. Procys shall in this regard only be responsible for making the Procys API available to Client.
   7. Procys will use reasonable endeavours to protect the Services against misuse, abuse, and unauthorised access to Client Data.
      
      
4. Access to the Services
   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 Client or, if such feature is made available in future, may be generated by Client itself. In any case, such credentials shall not be shared with third parties, except for third parties that are engaged by Client for the purpose of developing and maintaining API Integrations for Client itself.
   2. Client 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 Client. Client is obliged to notify Procys immediately and no later than 24 hours, if it suspects abuse and/or unauthorised use of its credentials and Client must then still take all available measures to prevent any (future) abuse and/or unauthorised use.
   3. Client is fully responsible for the actions and omissions of its Users and third parties using the Services on its behalf.
5. Use of the Services
   1. Client is prohibited to use Services in a manner that is in violation with the Agreement or any applicable laws and regulations.
   2. Client may not use Services in a manner that causes nuisance, hindrance, or loss and/or damage to Procys and third parties, including other clients 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. Client 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 Client hereunder or loss and/or damage to Procys and third parties, including other clients of Procys, as a result of the Client’s use of Services. 
   3. Client shall not access, store, distribute or transmit any information during the course of its use of the Services that:

1. is libellous, defamatory, insulting, racist or discriminating, or incites hate;
2. infringes third-party rights, in any case including but not limited to Intellectual Property Rights;
3. violates the privacy of third parties, in any case including but not limited to distributing third-party personal data without a valid legal basis;
4. is otherwise illegal or causes damage or injury to any person or property;
5. is in violation with any  usage instructions given by Procys at any point during the term of the Agreement.
6. 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.

1. 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”. Client will be considered to exceed normal usage patterns if Client uses the Service in an excessively higher manner compared to other clients of Procys under comparable circumstances. If Client exceeds the applicable usage limitations, Procys cannot be held liable if the Service becomes inaccessible or does not fully function properly.
2. 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 Client’s/User’s access to the Services and shall not be liable for any damage resulting from measures taken.
3. 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.
4. Procys may recover from Client any loss or damage sustained as a result of its breach of the Agreement. Client shall indemnify and hold Procys harmless against any and all third-party claims pertaining to loss and/or damages arising from Client’s violation of the Agreement. 

1. Availability and maintenance
   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 Client. 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 Client 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 clients.
   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 Client 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 Client.
   5. Updates or upgrades to the Services are performed at times to be determined by Procys. Client 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 Client 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 . Client may experience hardware, software or other problems or need to perform maintenance related thereto, resulting in interruptions, delays, bugs or errors. Client agreed that Procys has no liability whatsoever for any loss, damage, or inconvenience caused by Client’s inability to access or use Procys API or Website during any downtime or discontinuance of Service. 

1. Support
   1. Documentation with regard to troubleshooting and general use of the Services may be made available by Procys to be used by Client and its Users. In addition to such Documentation, Procys may, but is not obligated to, provide support to Client 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 Client and its User will consult the available Documentation before contacting Procys for available support. Procys may refer Client and Users back to the Documentation in case the question or issue can be answered or solved by consulting such Documentation.
2. Confidentiality
   1. The parties will treat as confidential the information they provide to each other before, during, or after the performance of the Agreement if this information has been marked as confidential or if the receiving party knows or should reasonably assume that this information was intended to be confidential. The parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Agreement. These provisions continue to apply after the Agreement ends for any reason whatsoever and for as long as the disclosing Party has the right to invoke the confidential nature of the information. Each party will use the same degree of care in protecting the Confidential Information of the disclosing party as it uses in protecting its own Confidential Information but in no event less than reasonable care.
   2. This article will not apply to any information which (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party in breach of the Agreement; (b) was within the receiving party’s possession prior to its disclosure to it by or on behalf of the disclosing party; (c) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party not under obligation to keep such information confidential; or (d) is developed independently by the receiving party.
   3. In the event that a receiving party becomes legally compelled to disclose any Confidential Information provided pursuant to the Agreement, such receiving party will provide the disclosing party with prompt written notice so that such disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Agreement. Any Confidential Information provided hereunder will remain the exclusive property of the disclosing party.
   4. After the expiration or termination of the Agreement for any reason, each receiving party will delete or destroy all originals and copies of any material in any form containing or representing the Confidential Information in its possession, unless agreed otherwise.
   5. Procys reserves the right at all times to use the knowledge increased by the performance of the Agreement for other clients to the extent this does not involve Confidential Information of Client.
   6. Procys will not examine Client Data that is stored and/or disseminated by Client through the Services, unless such is necessary for the proper performance of the Services or if Procys is obliged to do so pursuant to a statutory provision or court order. In such cases, Procys will endeavour to limit the examination of Client Data as much as possible, to the extent it is able to do so.
3. Intellectual Property Rights and Client Data
   1. Nothing in the Agreement shall be interpreted or construed to transfer any right, title or interest in any Intellectual Property Rights of a party to the other party. All Intellectual Property Rights in relation to the Services and the Documentation, and excluding Client Data, shall remain vested exclusively in Procys or its licensors. Client is not permitted to delete or alter any indication of Intellectual Property Rights embedded in the Services and Documentation. Client is not entitled to make copies of the Documentation when the Documentation is made available in other forms than downloadable files.
   2. All Client Data will remain the property of Client, its Users or licensors. Procys will not make any proprietary claims with regard to any Client Data. 
   3. Client grants Procys a non-transferable, and as far as necessary for performance of the Agreement, sublicensable right to use Client Data for the duration of the Agreement, insofar this is required for the provision of Services. In addition, Procys receives a non-exclusive perpetual right to use the Client Data (except Client’s Confidential Information), and any feedback given by Client and its Users, or feedback that may be derived from its use of the Services, for the improvement of the Services. Procys may introduce technical measures to protect the Services, including the Procys API, Documentation or other materials. Client shall then be prohibited from removing or circumventing any such technical measure, either directly or indirectly.
   4. Client grants Procys the perpetual right to use Client’s tradename and logo in a range of materials, including but not confined to advertising and promotional materials, pitches and use cases on Procys’ website. Procys will adhere to any reasonable request from Client in respect of the manner in which Procys makes use of this right.
   5. Client warrants and represents that its submission or uploading of Client Data to the Services is lawful and that the processing of such Client Data in accordance with the Agreement does not contravene any applicable laws and regulations.
4. Prices and payment
   1. The fee to be paid is defined on the Website under the section “Prices” unless the client has an agreement that supersedes this agreement.
   2. All prices quoted by Procys are in Euros and are exclusive of VAT and other government taxes and duties.
   3. Unless agreed otherwise, one-time, and recurring fees are payable and invoiced in advance, and fees that cannot be calculated in advance, such as pay-per-use fees, will be invoiced monthly in arrears.
   4. Procys will issue invoices for amounts due and is entitled to invoice electronically. Invoices must be paid within thirty (30) days after the invoice date via the payment methods accepted by Procys. Such methods may change during the term of the Agreement.
   5. The timely payment of fees and/ or payment of the invoices issued by Procys forms the essence of the Agreement. 
   6. If Procys has not received (complete) payment by the end of the applicable payment term, and without prejudice to any other rights and remedies of Procys, (a) Procys shall be under no obligation to provide any or all of the Services while the invoices concerned remain unpaid; and (b) the statutory commercial interest, as referred to in Section 6:119a of the Dutch Civil Code, shall accrue on the outstanding amount. Furthermore, Client shall be obliged to pay all the judicial and extrajudicial collection costs, including reasonable costs of lawyers, bailiffs and debt-collection agencies.
   7. Client may not invoke any suspension, set-off or deduction. Procys shall be entitled to suspend its performance of the Agreement, in part or in full, until Client complies with any of its outstanding obligations.
   8. The relevant documents and information recorded by the administration or systems of Procys will operate as complete evidence of the Services provided by Procys and the amounts due by Client for these, without prejudice to Client’s right to provide evidence to the contrary.
   9. During the term of the Agreement, Procys shall be entitled to (a) increase the fees for its Services each year in accordance with the consumer price index of the previous calendar year as published by Statistics Netherlands plus a maximum of fifteen percent, and (b) increase the fees for its Services in the event of any increase in the costs incurred by Procys in which case Procys will notify any such price increase no later than one month before the date on which the change becomes effective, and (c) to increase fees at the start of each renewal of the Agreement or Service upon fourteen days’ prior notice to Client which will give Client the right to terminate the Agreement from the date the change becomes effective.
5. Liability
   1. Procys’ liability for loss and/or damages resulting from a failure in the performance of the Agreement, an unlawful act or otherwise, is limited to the amount that Client has paid under its last invoice immediately preceding the breach or the act giving rise to liability (exclusive of VAT) but will in any event not exceed the amount of ten thousand Euros at any given time. 
   2. Procys can only be held liable for direct provable loss and/or damage arising from an attributable failure in the performance of the Agreement. Direct loss and/or damage is solely understood to mean any and all loss and/or damage consisting of (a) reasonable and demonstrable costs Client has had to incur in demanding that Procys properly performs the Agreement, unless the defective performance is not attributable to Procys, and (b) reasonable costs to determine the cause and the extent of the direct loss and/or damage, and (c) reasonable and demonstrable costs incurred by Client to prevent or limit the direct loss and/or damage, insofar as Client can demonstrate that such costs have resulted in limitation of the direct loss and/or damage, and (d) reasonable and demonstrable costs for having the Agreement fulfilled by a third party, where Procys, after receiving notice from Client, fails to ensure proper performance within the reasonable term stipulated in the notice.
   3. Procys is not responsible or liable for Client’s and its User’s use of the Service, the integration and implementation of the Services and the proper functioning thereof in connection with Client’s IT-infrastructure including Third Party Applications used by the Client.

1. Unless performance by Procys is permanently impossible, Procys will only be liable due to an attributable failure in the performance of an obligation if Client notifies Procys without delay in writing of being in default and therewith granting Procys a reasonable term of 7 working days to remedy the breach (except when such breach is on account of Force Majeure), and Procys culpably fails to fulfil its obligations also after this reasonable term has expired. The notice of default must describe the breach as comprehensively and in as much detail as possible in order to give Procys the opportunity to respond adequately.
2. Any right to claim compensation is at all times subject to the condition that Client notifies Procys of the loss and/or damage in writing within no more than two months of its discovery.

1. Force majeure
   1. Procys cannot be obliged to perform any obligation under the Agreement if the performance is prevented due to force majeure. Procys is not liable for any interruption and/ or delay and/or loss and/or damage due to a force majeure event. Force majeure events include but are not limited to (i) acts of God, fire, flood, drought, famine, earthquake, hurricane, typhoon, tsunami, or other natural calamity or natural disaster; (ii) epidemic or pandemic; (iii) terrorism or terrorist attack, insurrection, civil war, civil commotion or riots, war, biological or chemical warfare, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear explosion, radioactive or chemical contamination, sonic boom, ionizing radiation; (v) any labor or trade dispute, strikes, industrial action, lockout, non-availability/ restriction of water or electric supply, (vi) any acts/ orders/ directions of any statutory authority; prohibition or restriction by a statutory authority; affecting Procys’ ability to perform any of its Services, or such performance of Services is interrupted or delayed.
   2. If a force majeure situation has lasted for more than ninety days, both parties will be entitled to give the notice to terminate the Agreement in writing with immediate effect. The Services which in that case have been provided by Procys before the force majeure situation and during the force majeure situation will be paid for on a pro-rata basis.
2. Amendments
   1. Procys may amend these Terms at any time if the changes are not significant or are required by applicable mandatory law. Procys will endeavor to announce such changes to Client at least fourteen (14) days before they take effect to enable Client to take note of them.
   2. Changes of nature outside of the scope of the previous subsection are allowed, provided that Procys gives Client at least thirty (30) days’ notice before those changes take effect. If Client does not wish to accept such changes, Client may give the notice to terminate the Agreement up until the date the changes take effect. Use of the Services after the effective date will be regarded as acceptance of the amended or supplemented Terms of Service.
3. Term and termination
   1. Unless otherwise stipulated in the Quotation or the description of the acquired Services, Services will be provided for an indefinite term. In such case, either party may terminate the Service by sending a written notice to the other party (delivered by email and courier) taking into account a notice period of two (2) months.
   2. If a Service is provided for a specified (minimum) term, the term shall subsequently be renewed with such additional periods that are equal to or greater than the initial period. Either party may prevent such renewal by providing a written termination notice to the other party (delivered by email and courier) taking into account a notice period of one (1) month.
   3. Termination of the Agreement will in no case affect amounts owed or payable to Procys under the Agreement. Furthermore, termination or dissolvement of the Agreement will in no case result in the restitution of amounts paid to Procys under the Agreement. 
   4. Without prejudice to any other rights and remedies hereunder, Procys will be entitled to terminate the Agreement if Client commits a breach of any of its obligations under the Agreement and such breach is irremediable or – if such breach is remediable – Client fails to remedy that breach within a reasonable after being notified by Procys in writing to do so. Procys may suspend or give notice to terminate the Agreement in writing with immediate effect, without notice of default being required, in the event Client is declared bankrupt or insolvent, applies for or is granted suspension of payments, or its activities are ceased or its business is wound up or its involved in illegal activities.
   5. Where Procys suspends the performance of the Agreement, Procys will retain all its rights and claims under the Agreement and the applicable laws and regulations.
   6. In the event that the Agreement is terminated, any amounts owed to Procys by Client will become immediately due and payable, irrespective of the reason for the termination.
4. Fair Use

Users of the Procys: platform and APIs shall, unless receiving prior express approval by the Company, not disrupt the service by

1. Overloading the platform. The Customer shall abide by these limits, in aggregate over all concurrent sessions pertaining to their Access Order (organization account).

1. No more than 400 API requests per minute.
2. No more than 400 application page loads per
3. 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.

2. 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).

1. General
   1. The Agreement shall exclusively be governed by Dutch law.
   2. 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.
   3. 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.
   4. Client 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.
   5. 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.