LAST UPDATED AT: SEP 24, 2025
Terms & Conditions
Introduction
These Terms of Service (“Terms”) govern your use of the ProcuHelp platform, operated by ProcuHelp B.V., a company registered in the Netherlands. By creating an account, using our services, or accessing our platform, you agree to be bound by these Terms.
If you are entering into this agreement on behalf of an organization, you confirm that you have the authority to bind that organization to these Terms.
1. Definitions
"Platform" refers to the ProcuHelp web-based application and its associated services.
"Client" refers to the legal entity or individual who registers for an account.
"User" refers to any individual authorized by the Client to access the platform.
"We", "us", or "ProcuHelp" refers to ProcuHelp B.V.
"Content" refers to all data uploaded, entered, or generated within the platform by the Client.
"Subscription" refers to the paid license to use the platform under these Terms.
2. Use of the Platform
2.1 Eligibility
The platform may only be used by business users acting in a professional capacity. By creating an account, the Client confirms that it is a legal entity or individual acting within the scope of a business. We reserve the right to reject or terminate any use that we believe is unauthorized or does not meet our eligibility criteria.
2.2 Account Responsibility
The Client is responsible for:
Managing access rights of their Users
Keeping login credentials confidential
Ensuring Users comply with these Terms
ProcuHelp is not liable for unauthorized access resulting from Client negligence.
The Client is solely responsible for ensuring that any content uploaded to the platform, including contracts, vendor data, and pricing, is accurate, lawful, and does not violate third-party rights. ProcuHelp does not verify or validate such content.
If the Client enables AI-based features, such as contract parsing, it acknowledges that the technology may generate inaccurate or incomplete results. The Client assumes full responsibility for reviewing and verifying any AI-generated metadata before use or reliance. ProcuHelp is not liable for decisions or actions taken based on such outputs.
2.3 Acceptable Use
The Client and its Users agree not to:
Use the platform to upload or transmit illegal, harmful, or infringing content.
Attempt to interfere with or disrupt platform integrity or security.
Access accounts, data, or systems other than their own.
Circumvent platform limits or fair use controls.
Reuse, scrape, or reverse engineer any part of the platform.
ProcuHelp reserves the right to suspend access if misuse is detected.
2.4 Compliance with Laws
The Client is solely responsible for ensuring that its use of the Platform complies with all applicable laws and regulations, including but not limited to data protection, procurement, software licensing, export control, and sanctions laws. ProcuHelp does not provide legal, regulatory, or compliance advice.
3. Features and Services
3.1 Provided services
ProcuHelp provides tools for:
Managing and tracking software licenses
Storing and organizing vendor contracts
Setting reminders for renewals and compliance dates
Extracting metadata from contracts using AI (optional)
Benchmarking license costs and usage (where available)
Generating insights and savings opportunities
Logging change history and actions for audit purposes
All features are provided “as is” and may be modified, improved, or deprecated over time.
3.2 Changes to the Platform
ProcuHelp may modify, enhance, replace, suspend, or discontinue any part of the Platform or its features from time to time, provided that such changes do not materially reduce the core functionality of the Platform during an active subscription term. ProcuHelp shall not be liable for any modification, suspension, or discontinuation of features, integrations, or third-party dependencies.
4. Data Processing and Privacy
ProcuHelp acts as a data processor under GDPR. Our Privacy Policy explains how we handle personal data. By using the platform, you acknowledge that:
Your data is stored and processed within the European Union
Contract parsing (if enabled) uses Mistral, a European AI provider
All uploaded files, metadata, and logs are isolated per client via access controls
You retain ownership of your content and can delete your data at any time
By creating an account or using the platform, the Client agrees to the terms of ProcuHelp’s Data Processing Agreement (DPA) as required under the General Data Protection Regulation (GDPR). The DPA forms an integral part of these Terms and governs the processing of personal data by ProcuHelp on behalf of the Client. A signed version is available upon request for Clients requiring individual execution.
AI features are optional and may be disabled via your platform settings. If enabled, you agree that such features are experimental in nature and may produce imprecise or incomplete data. You may choose to exclude specific documents or fields from AI processing. Your data will NOT be used to train AI models.
5. Subprocessors
ProcuHelp uses a small number of subprocessors to deliver the service, including infrastructure and notification providers. All subprocessors are subject to data protection agreements and meet GDPR requirements. A current list is available on request.
6. Intellectual Property
All intellectual property rights in the platform, including but not limited to software, databases, benchmarks, AI workflows, UI designs, and documentation, are and remain the sole property of ProcuHelp B.V.
The Client receives a limited, non-exclusive, non-transferable right to use the platform solely for its internal business operations. Nothing in these Terms grants any ownership or license to the Client beyond the scope of the subscription.
You may not:
Resell, sublicense, or white-label the platform
Modify, copy, or create derivative works
Use our branding or materials without prior written consent
If the Client or its Users provide suggestions, ideas, or feedback regarding the Platform, ProcuHelp may use such feedback without restriction or obligation, and without compensation to the Client, provided that such use does not disclose the Client’s confidential information.
7. Payment and Subscription
Access to ProcuHelp is provided under a paid subscription. Pricing is based on selected tiers, usage, and number of licenses tracked.
7.1 Billing
Subscriptions are entered into for a minimum commitment period of twelve (12) months.
Subscription fees may be billed:
Annually in advance, or
Monthly, while remaining subject to the full twelve (12) month contractual term.
The applicable billing frequency depends on the selected plan and commercial agreement.
Invoice-based billing is available upon request and subject to approval by ProcuHelp.
Unless stated otherwise in writing, invoices are payable within fourteen (14) days of the invoice date.
All prices are exclusive of VAT and other applicable taxes, unless explicitly stated otherwise.
Monthly billing is a payment convenience only and does not affect the twelve (12) month minimum subscription term.
7.2 Payment Failure
Failure to pay any invoice by the due date may result in:
Temporary suspension of access to the platform; and/or
Restriction of functionality until payment is received.
ProcuHelp reserves the right to terminate access after prolonged non-payment, without prejudice to its right to recover all outstanding fees for the remaining subscription term.
7.3 Changes to Subscription
Subscription plans (including tier, features, or number of users) may be adjusted during the subscription term.
Upgrades may take effect immediately and may be billed on a pro-rata basis.
Downgrades take effect only at the start of the next subscription term.
No refunds or credits are provided for unused portions of the subscription term.
7.4 Cancellation and Non-Renewal
Subscriptions cannot be cancelled during the active twelve (12) month subscription term, regardless of billing frequency.
Customers may choose not to renew their subscription by providing written notice prior to the end of the current subscription term.
Unless notice of non-renewal is received at least thirty (30) days before the renewal date, the subscription will automatically renew for an additional twelve (12) month term.
7.5 Data Retention After Expiry
Upon expiry or non-renewal of the subscription:
Access to the platform will be disabled.
Customer data will be retained for a limited period in accordance with ProcuHelp’s data retention policy and applicable law.
Customers are responsible for exporting their data prior to subscription expiry.
Data is not automatically deleted upon non-renewal unless explicitly requested, subject to legal and contractual obligations.
8. Service Availability and Support
While we strive for 99.9% uptime, this is a service objective, not a service-level agreement (SLA). ProcuHelp shall not be liable for interruptions caused by third parties or scheduled maintenance.
We make no absolute guarantees of availability or uninterrupted access
9. Termination
We may terminate or suspend your access if:
You breach these Terms
You fail to pay for the subscription
We are legally required to do so
Upon termination, you will lose access to the platform but may request a full export of your data within 14 days. After termination, you may request a full export of your data within 14 days. We retain the right to delete any remaining data after 30 days unless legally required to retain it longer. Backups are securely stored and deleted on a rolling basis.
10. Disclaimers
The platform is provided “as is” without warranties of any kind. We do not guarantee:
Fitness for a specific purpose
Accuracy of parsed contract data
Continuous uptime or availability
That the platform is free from errors or vulnerabilities
The Client acknowledges that AI-generated outputs are not legal advice, and must not be relied upon without human verification. ProcuHelp is not responsible for any decisions made solely based on AI-generated summaries or classifications.
The Platform provides tools for information management and operational support only. The Client acknowledges that any insights, benchmarks, alerts, or recommendations generated by the Platform are not a substitute for professional judgment. All business, financial, procurement, and compliance decisions made using the Platform are taken at the Client’s own discretion and risk.
You use the service at your own risk.
11. Limitation of Liability
To the fullest extent permitted by applicable law, ProcuHelp and its officers, directors, employees, agents, subcontractors, and affiliates shall not be liable for any:
Indirect, incidental, special, consequential, exemplary, or punitive damages,
Loss of profits, revenue, savings, goodwill, business opportunities, or data,
Business interruption, reputational damage, or loss of contracts,
Damages arising from third-party services, integrations, or infrastructure dependencies,
Errors, inaccuracies, or omissions in contract parsing or benchmark data.
This applies regardless of the legal theory under which liability is claimed, including contract, tort (including negligence), strict liability, or otherwise, even if ProcuHelp has been advised of the possibility of such damages.
ProcuHelp’s total aggregate liability for any and all claims arising from or related to the use or inability to use the platform shall not exceed the total amount paid by the Client to ProcuHelp in the twelve (12) months preceding the claim.
Nothing in this section shall exclude liability that cannot be excluded under mandatory Dutch or EU law, such as liability for gross negligence, willful misconduct, or death or personal injury caused by negligence.
12. Third-Party Services
The Platform relies on certain third-party services to provide core functionality, including hosting, data storage, user interface, notifications, and email delivery.
While we select subprocessors and third-party tools with care and maintain agreements to ensure compliance with privacy and security standards, ProcuHelp does not warrant or guarantee the availability, accuracy, or performance of any third-party service.
ProcuHelp shall not be held liable for any failure, interruption, data loss, or delay arising from the use of such third-party services, provided that we have not acted with gross negligence or willful misconduct in selecting or integrating these services.
The Client acknowledges and agrees that any disruption or limitation in these third-party services may affect the availability or functionality of the Platform.
13. Indemnification
The Client agrees to defend, indemnify, and hold harmless ProcuHelp, its affiliates, officers, employees, contractors, and agents from and against any and all claims, demands, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with:
The Client’s or its Users’ violation of these Terms;
Any unlawful or unauthorized use of the platform or data by the Client or its Users;
Any content uploaded or processed through the platform that infringes upon third-party intellectual property, privacy, contractual, or legal rights;
The Client’s failure to obtain proper legal basis or consent for the processing of personal data using the platform;
Misuse of AI parsing tools resulting in unlawful or misleading interpretation of data or contract content;
Use of the platform in breach of applicable laws, including procurement, data protection, or software licensing laws.
The Client shall assume full responsibility for defending any such claim, subject to ProcuHelp’s right to participate in the defense and approve any settlement. This obligation shall survive the termination or expiration of these Terms.
14. Modifications to Terms
We may update these Terms from time to time. We will notify you of material changes via email or in-app notice. Continued use of the platform after changes are made constitutes acceptance of the revised Terms.
15. Governing Law and Jurisdiction
15.1 Assignment
The Client may not assign or transfer these Terms, in whole or in part, without ProcuHelp’s prior written consent. ProcuHelp may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
15.2 Entire Agreement
These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements or understandings.
15.3 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.4 Disputes
These Terms are governed by the laws of the Netherlands. Any disputes will be submitted to the competent court in Rotterdam.
16. Force Majeur
ProcuHelp is not liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, internet outages, cyberattacks, government actions, or third-party service interruption
17. Contact
If you have questions about these Terms or the platform, contact us at:
ProcuHelp B.V.
Email: support@procuhelp.com
Security inquiries: security@procuhelp.com
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