LAST UPDATED AT: SEP 24, 2025
Terms & Conditions
Introduction
These Terms and Conditions ("Terms") govern the use of the ProcuHelp platform, operated by ProcuHelp B.V., a company incorporated in the Netherlands (KvK 42008064). By creating an account, accessing the platform, or using any of our services, the Client agrees to be bound by these Terms in their entirety.
If the Client is entering into this agreement on behalf of an organisation, the individual accepting these Terms confirms that they have full authority to bind that organisation. ProcuHelp is entitled to rely on this confirmation without further verification.
These Terms, together with the Privacy Policy, Data Processing Agreement, and any written order confirmation, constitute the entire agreement between ProcuHelp and the Client. Any purchase orders, framework terms, or other documents issued by the Client that purport to vary or supplement these Terms shall have no effect unless expressly agreed in writing by ProcuHelp.
1. Definitions
The following definitions apply throughout these Terms:
"Platform"
The ProcuHelp web-based application and all associated services, modules, integrations, and features accessible via app.procuhelp.com or any successor URL notified by ProcuHelp.
"Client"
The legal entity or individual who registers for an account and enters into this agreement with ProcuHelp.
"User"
Any individual authorised by the Client to access and use the Platform on the Client's behalf.
"ProcuHelp" / "we" / "us"
ProcuHelp B.V., registered in the Netherlands, KvK 42008064.
"Client Data" All data, content, documents, records, and files uploaded, entered, transmitted to, or generated within the Platform by or on behalf of the Client, including any personal data therein.
"Subscription"
The paid licence to access and use the Platform granted to the Client under these Terms, subject to the selected plan and usage limits.
"Subscription Term"
The period for which the Subscription is active, commencing on the Effective Date and continuing until terminated in accordance with these Terms.
"Effective Date"
The date on which the Client first activates an account or, where agreed in writing, the date specified in a written order confirmation.
"Confidential Information"
Any information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, product roadmaps, technical architecture, Client Data, and the commercial terms of this agreement.
"AI Features"
The AI-assisted capabilities within the Platform, including without limitation contract parsing, metadata extraction, contract summaries, risk classification, spend anomaly detection, savings identification, and the AI Assistant.
"AI Output"
Any result, recommendation, classification, summary, flag, score, or other output generated by or through an AI Feature.
"Security Incident"
Any confirmed or suspected unauthorised access to, disclosure of, loss of, or damage to Client Data or ProcuHelp systems.
"Subprocessor"
Any third-party supplier engaged by ProcuHelp to process Client Data in connection with the delivery of the Services.
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 activity. ProcuHelp reserves the right to reject, suspend, or terminate any account that does not meet this requirement, at its sole discretion and without liability.
2.2 Account Responsibility
The Client is solely responsible for: managing and controlling access rights of its Users; ensuring login credentials remain secure and are not shared with unauthorised persons; all actions taken by Users under the Client's account whether authorised or not; ensuring all Users comply with these Terms before accessing the Platform; and promptly revoking access of any User who no longer requires it.
ProcuHelp is not liable for any loss arising from the Client's failure to maintain appropriate access controls, use of compromised credentials, or any unauthorised use of the Client's account.
2.3 Client Data Responsibility
The Client is solely responsible for ensuring that all Client Data is accurate, complete, lawful, and does not infringe any third-party rights. ProcuHelp does not verify, validate, or review Client Data and accepts no liability for Client Data that is inaccurate, unlawful, or in breach of third-party rights. The Client indemnifies ProcuHelp against all claims arising from Client Data.
2.4 Acceptable Use
The Client and its Users must not:
Upload or transmit unlawful, harmful, defamatory, infringing, or malicious content
Interfere with, disrupt, circumvent, or compromise the security or integrity of the Platform
Access accounts, data, or systems belonging to other clients or third parties
Circumvent any usage limits, access controls, or fair use measures
Reverse engineer, decompile, or create derivative works from any part of the Platform
Resell, sublicense, white-label, or make the Platform available to third parties outside this agreement
Use the Platform to build or assist in building a competing product or service
Introduce any Virus or Vulnerability into the Platform or ProcuHelp's systems
Use automated scraping or data extraction tools against the Platform without prior written consent
ProcuHelp reserves the right to suspend or terminate access immediately and without prior notice or liability if misuse is detected or reasonably suspected.
2.5 Compliance with Laws
The Client is solely responsible for ensuring that its use of the Platform complies with all applicable laws and regulations including data protection law, procurement regulations, software licensing law, export control law, and sanctions law. ProcuHelp does not provide legal, regulatory, or compliance advice. Nothing in these Terms or the Platform constitutes such advice.
3. Features and Services
3.1 Platform Services
ProcuHelp provides a procurement management platform including the following modules, subject to the Client's subscription plan:
Vendor management: profiles, contacts, documents, risk scoring, and ERP synchronisation
Vendor onboarding portal: customisable intake forms, document collection, and automated profile creation
Vendor reviews and performance scorecards
Contract management: registry, lifecycle tracking, renewal alerts, version history, and AI-assisted analysis
DocuSign eSignature integration
License tracking: seat utilisation, renewal tracking, and benchmarking
Purchase requests portal: submission, approval routing, and workflow management
Spend tracking and anomaly detection
Savings tracker: targets, initiative logging, actuals tracking, and finance reporting
Task management: kanban boards, approval workflows, and onboarding checklists
AI Features and AI Assistant
Advanced reporting and dashboards
Calendar view and renewal export
Excel and CSV data export
ERP integrations (Exact Online, AFAS, SAP, Dynamics 365, Xero, QuickBooks, NetSuite, and others as published)
Identity provider sync for Enterprise plans (Microsoft Entra ID, Google Workspace, Okta)
Single Sign-On for Enterprise plans
Full audit logs
Feature availability depends on the subscription plan selected. All features are provided as described in current platform documentation and are subject to fair use limits. Feature availability is not guaranteed to be identical across all plans at all times.
3.2 Changes to the Platform
ProcuHelp may at any time modify, enhance, replace, remove, or discontinue any feature, module, integration, or third-party dependency. ProcuHelp is under no obligation to maintain any specific feature indefinitely. Where a change would materially reduce core functionality during an active Subscription Term, ProcuHelp will use reasonable efforts to provide 30 days written notice. ProcuHelp shall not be liable for changes to third-party integrations or services outside its direct control.
3.3 Service Availability
ProcuHelp aims for 99.9% monthly platform availability, excluding planned maintenance (22:00 to 02:00 CET with advance notice where practicable), emergency maintenance, and third-party infrastructure outages. This is a service objective only, not a contractual SLA, and ProcuHelp shall not be liable for any loss arising from platform unavailability unless an express SLA has been agreed in writing for Enterprise plans.
3.4 Support
Standard support is provided by email and in-app during Dutch business hours (Monday to Friday, 09:00 to 17:30 CET, excluding Dutch public holidays) for all plans. Premium support is available on Core and Enterprise plans. Any support commitments beyond standard email support must be agreed in writing. ProcuHelp does not guarantee specific response or resolution times for standard support.
3.5 Beta Features
Beta, preview, or experimental features are provided without warranty, may be withdrawn at any time without notice, and are excluded from all availability commitments and support obligations. The Client uses beta features entirely at its own risk. ProcuHelp accepts no liability for any loss arising from beta features.
4. Provider Obligations
ProcuHelp shall use reasonable skill and care in delivering the Services and will: maintain all necessary licences and permissions required to provide the Services; comply with applicable Dutch and EU law; maintain appropriate technical and organisational security measures proportionate to the risks involved; and process Client Data in accordance with the DPA and GDPR.
These obligations are subject to all exclusions, disclaimers, and limitations in these Terms. ProcuHelp does not warrant that the Platform will be error-free, uninterrupted, free from vulnerabilities, or suitable for any particular purpose. All warranties not expressly stated are excluded to the fullest extent permitted by law.
5. Client Obligations
The Client shall: provide ProcuHelp with information and cooperation reasonably required to provide the Services; ensure its systems meet minimum technical requirements; promptly notify ProcuHelp of any suspected Security Incident or unauthorised account access; obtain all necessary rights and consents before uploading Client Data; comply with all applicable laws; and ensure all Users are authorised and comply with these Terms.
The Client acknowledges that the quality of Platform outputs depends in part on the quality of Client Data. ProcuHelp is not responsible for poor or misleading outputs resulting from incomplete or inaccurate Client Data.
6. Data Protection, Security and AI
6.1 Data Protection Roles
For the purposes of GDPR and applicable Dutch data protection law, the Client is the data controller and ProcuHelp is the data processor in relation to personal data within Client Data. Each party shall comply with its respective obligations under applicable data protection legislation. The Client is responsible for ensuring it has a valid legal basis for personal data uploaded to the Platform. ProcuHelp accepts no liability for the Client's failure to comply with its own data protection obligations.
6.2 Data Processing Agreement
By entering into these Terms, the Client agrees to ProcuHelp's Data Processing Agreement (DPA), which governs the processing of personal data by ProcuHelp on behalf of the Client and forms an integral part of these Terms. ProcuHelp's DPA can be found at www.procuhelp.com/dpa
6.3 Data Hosting and Subprocessors
All Client Data is stored and processed within the European Union. ProcuHelp uses a limited number of Subprocessors subject to GDPR-compliant data protection agreements. ProcuHelp may update its Subprocessor list from time to time with reasonable notice. The Client's continued use of the Platform following notification of a Subprocessor change constitutes acceptance of that change. A current Subprocessor list is available on request.
6.4 Security Measures
ProcuHelp maintains technical and organisational security measures appropriate to the risks associated with processing Client Data, including encryption at rest and in transit, access controls, and audit logging. ProcuHelp shall not be liable for any Security Incident arising from or contributed to by: (a) the Client's failure to maintain appropriate access controls or secure credentials; (b) the Client's misconfiguration of user permissions or roles; (c) the use of compromised, shared, or weak credentials; (d) failure to promptly revoke access of departed or unauthorised Users; (e) Viruses introduced by the Client or its Users; or (f) any act or omission of the Client, its Users, or any third party not acting on ProcuHelp's behalf. The Client bears sole responsibility for the consequences of all such events.
6.5 Security Incident Response
In the event of a confirmed Security Incident affecting Client Data, ProcuHelp's sole obligations are to: (a) notify the Client without undue delay once the incident is identified and contained; (b) use reasonable commercial efforts to restore Client Data from the most recent available backup; and (c) provide reasonable cooperation with the Client's investigation. ProcuHelp shall not be liable for any regulatory fines, penalties, data subject claims, reputational damage, or consequential loss arising from a Security Incident regardless of cause. The Client is solely responsible for its own GDPR notification obligations. ProcuHelp will provide reasonable assistance but this does not constitute acceptance of liability.
6.6 Third-Party Infrastructure
Where a Security Incident, data loss, or service outage arises from a failure of third-party cloud infrastructure, ProcuHelp's liability is limited to using reasonable commercial efforts to restore Client Data from the most recent available backup. ProcuHelp does not guarantee full data restoration and has no further liability for such events.
6.7 Data Ownership and Export
The Client retains full ownership of all Client Data. The Client may export its data at any time during the Subscription Term. ProcuHelp will not claim ownership over Client Data. The Client is responsible for maintaining its own backups. ProcuHelp's backup processes are for disaster recovery purposes only and do not constitute a backup service for the Client's benefit.
6.8 Data Retention After Expiry
Upon expiry or non-renewal, access to the Platform will be disabled immediately. Client Data will be retained for 30 days to allow the Client to request an export, after which it will be permanently and securely deleted without further notice unless otherwise required by law. The Client is solely responsible for exporting its data before expiry. ProcuHelp accepts no liability for data not exported before expiry.
6.9 AI Features
AI Features are optional and may be enabled or disabled at any time via platform settings. The Client irrevocably acknowledges and agrees that:
AI Outputs are generated by automated probabilistic systems and are inherently subject to error, imprecision, omission, and hallucination. They cannot be relied upon as accurate, complete, or current
All AI Outputs, including contract summaries, extracted dates and obligations, risk classifications, anomaly flags, and AI Assistant responses, are provided for informational reference only and do not constitute legal, financial, procurement, compliance, or professional advice of any kind
The Client is solely and exclusively responsible for reviewing, verifying, and independently validating every AI Output before making any decision, taking any action, or relying on any AI Output for any purpose whatsoever
A qualified human reviewer must assess all AI Outputs before reliance. ProcuHelp accepts no responsibility for decisions made without adequate human review
ProcuHelp makes no representation or warranty of any kind regarding the accuracy, completeness, reliability, timeliness, or fitness for purpose of any AI Output
Client Data will not be used to train, fine-tune, or otherwise improve any AI model operated by ProcuHelp or any third party
AI Features may produce different outputs from identical inputs on different occasions. Consistency is not guaranteed
ProcuHelp's liability for any loss of any kind arising from any AI Output or use of any AI Feature is entirely excluded to the fullest extent permitted by Dutch and EU law, regardless of the nature of the loss or whether ProcuHelp was informed of the possibility of such loss
ProcuHelp reserves the right to modify, replace, suspend, retrain, or discontinue any AI Feature or underlying AI model or provider at any time without notice. Where a change in AI provider would materially affect personal data processing, ProcuHelp will update its Subprocessor list accordingly.
7. Confidentiality
7.1 Mutual Obligations
Each party agrees to keep the other party's Confidential Information secret and confidential and not to use or disclose it except as strictly necessary to perform obligations under these Terms or as expressly permitted by this clause. Each party shall apply at least the same level of protection to the other party's Confidential Information as it applies to its own confidential information of similar sensitivity, and in any event no less than reasonable care.
7.2 Permitted Disclosures
A party may disclose Confidential Information only to: (a) its employees, officers, contractors, and professional advisers with a genuine need to know who are bound by equivalent confidentiality obligations; or (b) the extent required by applicable law or a competent authority, in which case the disclosing party shall give as much prior notice as is legally permissible and limit disclosure to the minimum required.
7.3 Exclusions
The obligations do not apply to information that: (a) is or becomes publicly available other than through a breach of this clause; (b) was already lawfully known to the receiving party before disclosure and without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) the parties agree in writing may be disclosed.
7.4 Client Data
Client Data is treated as the Client's Confidential Information. ProcuHelp will not access, use, analyse, or disclose Client Data except as strictly necessary to provide the Services, comply with applicable law, or as expressly authorised by the Client.
7.5 Commercial Terms
The pricing, discounts, and commercial terms agreed between the parties are ProcuHelp's Confidential Information. The Client shall not disclose such terms to any third party without ProcuHelp's prior written consent.
7.6 Duration
Confidentiality obligations survive termination for five years, except in relation to trade secrets which remain protected indefinitely.
8. Intellectual Property
8.1 ProcuHelp IP
All intellectual property rights in the Platform, including software, source code, databases, AI models, algorithms, workflows, UI designs, benchmarks, trademarks, branding, and documentation, are and remain the sole and exclusive property of ProcuHelp B.V. Nothing in these Terms transfers or conveys any ownership of ProcuHelp's intellectual property to the Client, expressly or by implication.
8.2 Licence to Client
ProcuHelp grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for the Client's own internal business operations during the Subscription Term, within the limits of the selected plan and these Terms. This licence does not extend to any subsidiary, affiliate, or third party unless expressly agreed in writing.
8.3 Restrictions
The Client may not: resell, sublicense, white-label, or commercialise the Platform; modify, copy, or create derivative works; use ProcuHelp's trademarks or branding without prior written consent; or remove any proprietary notices from the Platform.
8.4 Feedback
ProcuHelp may use any feedback provided by the Client or its Users freely and without restriction, compensation, or obligation, provided such use does not disclose the Client's Confidential Information. The Client waives any moral rights or claims in respect of feedback provided.
8.5 IP Indemnity by ProcuHelp
ProcuHelp will defend the Client against any third-party claim that the Client's use of the Platform, strictly in accordance with these Terms, directly infringes a patent, copyright, or registered trademark, and will indemnify the Client for damages finally awarded by a court in respect of such a claim, subject to the Client: (a) promptly notifying ProcuHelp; (b) giving ProcuHelp sole control of the defence and any settlement; and (c) providing reasonable cooperation. This indemnity does not apply where the alleged infringement arises from Client Data, the Client's modification of the Platform, or the Client's use contrary to these Terms.
8.6 IP Indemnity by Client
The Client shall indemnify and hold harmless ProcuHelp against all claims, losses, costs, and expenses arising from any allegation that Client Data or the Client's use of the Platform infringes any third-party intellectual property right, privacy right, or applicable law.
8.7 Client Branding Licence
Where the Client uploads its logo, brand colours, company name, or other visual identity assets to the Platform for use within the vendor onboarding portal or purchase requests portal, the Client grants ProcuHelp a limited, non-exclusive, royalty-free licence to display such branding within those portals solely for the purpose of rendering a personalised experience for the Client's vendors and employees. ProcuHelp will not use the Client's branding for any other purpose, including in marketing, sales, or promotional materials, without the Client's prior written consent, except as set out in clause 8.8 below.
The Client warrants that it owns or has obtained all necessary rights to use any branding, logos, or visual assets uploaded to the Platform, and that such assets do not infringe any third-party intellectual property right. The Client indemnifies ProcuHelp against all claims, losses, and expenses arising from any allegation that branding uploaded by the Client infringes any third-party right.
8.8 ProcuHelp Attribution
Unless the Client has subscribed to an Enterprise plan, ProcuHelp reserves the right to display a discrete "Powered by ProcuHelp" attribution within the vendor onboarding portal and the purchase requests portal. This attribution will be unobtrusive and positioned in the footer or equivalent location. Enterprise plan Clients may request removal of this attribution by written notice to ProcuHelp, which will be actioned within a reasonable period.
ProcuHelp additionally reserves the right to identify the Client by name and logo as a customer of ProcuHelp in its marketing materials, website, and sales communications, unless the Client notifies ProcuHelp in writing that it objects to such use, in which case ProcuHelp will promptly remove the reference. The Client's continued use of the Platform without objection constitutes acceptance of this right.
9. Payment and Subscription
9.1 Subscription Plans
Access to the Platform is provided under a paid Subscription. Current plans, features, and pricing are published at www.procuhelp.com/pricing. ProcuHelp reserves the right to change pricing for future Subscription Terms with reasonable notice. Continued renewal constitutes acceptance of updated pricing.
9.2 Minimum Term and Billing
All Subscriptions carry a minimum commitment of twelve (12) months from the Effective Date regardless of billing frequency. Fees may be billed annually in advance or monthly. Monthly billing is a payment convenience only and does not reduce the twelve-month commitment. The Client remains liable for all fees for the full minimum term even if it ceases to use the Platform before the end of that term. All invoices are payable within fourteen (14) days of the invoice date. All prices exclude VAT and all other applicable taxes, which are payable by the Client in addition.
9.3 Payment Failure and Late Payment
If payment is not received by the due date, ProcuHelp may, after five Business Days written notice: (a) suspend the Client's access until payment is received; and (b) charge interest at 2% per annum above the European Central Bank base rate, calculated daily from the due date. After 30 days of non-payment, ProcuHelp may terminate the Subscription and pursue recovery of all outstanding fees for the remaining Subscription Term. Suspension does not release the Client from payment obligations. All remaining fees become immediately payable on termination for non-payment.
9.4 Price Changes
ProcuHelp may increase fees for future Subscription Terms by giving at least 30 days written notice before the renewal date. Price changes do not affect the current active Subscription Term.
9.5 Upgrades and Downgrades
Upgrades take effect immediately and are billed pro-rata. Downgrades take effect at the start of the next Subscription Term. No refunds or credits are provided for any unused portion of a Subscription Term under any circumstances.
9.6 Cancellation and Non-Renewal
Subscriptions cannot be cancelled, paused, or reduced during the active twelve-month term for any reason including non-use or dissatisfaction. The Client may choose not to renew by providing written notice at least sixty (60) days before the renewal date. Without such notice, the Subscription automatically renews for a further twelve-month term at then-current pricing. ProcuHelp is under no obligation to accept shorter notice periods.
9.7 Disputed Invoices
If the Client disputes any invoice in good faith, it must notify ProcuHelp in writing within 7 days of receipt, setting out the basis of the dispute. Undisputed amounts remain payable by the due date. Failure to raise a dispute within this period constitutes acceptance. ProcuHelp will not accept disputes raised after the invoice due date as grounds for withholding payment.
10. Termination
10.1 Termination for Material Breach
Either party may terminate these Terms by written notice if the other party commits a material breach and, where the breach is capable of remedy, fails to remedy it within 30 days of written notice. Non-payment is a material breach. ProcuHelp may additionally terminate immediately without notice where continued access would cause harm to the Platform, other clients, or third parties.
10.2 Termination for Insolvency
ProcuHelp may terminate these Terms immediately by written notice if the Client: (a) is unable to pay its debts as they fall due or admits inability to do so; (b) applies for or is granted surseance van betaling under Dutch law; (c) is declared failliet or a bankruptcy petition is filed against it and not dismissed within 30 days; (d) applies for or obtains a moratorium under the Wet homologatie onderhands akkoord (WHOA) or any equivalent restructuring procedure; (e) has a receiver, administrator, bewindvoerder, curator, or equivalent officer appointed over all or part of its assets or business; (f) passes a resolution or is subject to a court order for its winding up, liquidation, or ontbinding other than for the purpose of a solvent restructuring; (g) ceases or threatens to cease carrying on all or a material part of its business; (h) its financial position deteriorates to a degree that reasonably justifies concern about its ability to meet its obligations under these Terms; or (i) experiences any event in any jurisdiction with equivalent or similar effect to any of the foregoing.
10.3 Termination for Regulatory Reasons
ProcuHelp may terminate or suspend the Client's access immediately and without liability if: (a) continued provision of the Services would cause ProcuHelp to breach any applicable law, regulation, or court order; (b) the Client is found to be subject to applicable sanctions; or (c) a competent authority directs ProcuHelp to suspend or terminate access.
10.4 Effect of Termination
Upon termination or expiry for any reason: all licences terminate immediately and the Client must cease all use of the Platform; all outstanding fees for the remaining Subscription Term become immediately due; the Client may request a data export within 30 days after which Client Data is permanently deleted; neither party is released from obligations or liabilities accrued before termination; and clauses 6, 7, 8, 9, 11, 12, and 20 survive termination.
11. Disclaimers
To the fullest extent permitted by applicable Dutch and EU law, ProcuHelp expressly disclaims all warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, including: any warranty of merchantability, fitness for a particular purpose, or non-infringement; any warranty that the Platform will meet the Client's specific requirements; any warranty that the Platform will be uninterrupted, timely, error-free, secure, or free from vulnerabilities; any warranty as to the accuracy, completeness, reliability, or currency of any data, output, benchmark, recommendation, or AI Output; and any warranty relating to the performance or availability of third-party integrations or services. The Platform and all Services are provided strictly on an "as is" and "as available" basis. The Client uses the Platform entirely at its own risk.
12. Limitation of Liability
12.1 Excluded Loss
To the fullest extent permitted by applicable Dutch and EU law, ProcuHelp and its directors, officers, employees, agents, and subcontractors shall in no event be liable for any:
Indirect, incidental, special, consequential, exemplary, or punitive damages of any kind
Loss of profits, revenue, turnover, or anticipated savings
Loss of business, contracts, or business opportunities
Loss or corruption of data or information including Client Data
Business interruption or system downtime
Loss of goodwill or reputational damage
Regulatory fines, penalties, or sanctions imposed on the Client under GDPR or any other law
Claims brought against the Client by its own clients, employees, or third parties
Wasted expenditure or cost of procuring substitute services
Any loss arising from AI Outputs, contract parsing, benchmarking data, or anomaly detection outputs
Any loss arising from third-party infrastructure failures, integration outages, or Subprocessor failures
These exclusions apply regardless of the legal theory under which liability is claimed and regardless of whether ProcuHelp has been advised of the possibility of such loss.
12.2 Liability Cap
ProcuHelp's total aggregate liability to the Client for all claims of any kind arising from or in connection with these Terms or the Platform shall not exceed the total fees actually paid by the Client to ProcuHelp in the twelve (12) calendar months immediately preceding the event giving rise to the claim. Where the claim arises within the first twelve months, the cap shall be the total fees paid up to the date of the claim.
12.3 Security Incident Liability
Where a Security Incident results in loss or corruption of Client Data, ProcuHelp's sole liability is limited to using reasonable commercial efforts to restore Client Data from the most recent available backup. ProcuHelp does not guarantee full restoration and has no further liability in connection with any Security Incident, including without limitation liability for regulatory fines, third-party claims, reputational damage, or business interruption. ProcuHelp has no liability whatsoever for Security Incidents arising from or contributed to by any act or omission of the Client or its Users.
12.4 AI Output Liability
ProcuHelp's liability for any loss of any kind arising from or related to any AI Output or AI Feature is entirely excluded to the fullest extent permitted by law. This exclusion applies regardless of whether the loss results from inaccuracy, incompleteness, misclassification, or any other deficiency in an AI Output, and regardless of whether ProcuHelp was informed of the possibility of such loss.
12.5 Basis of the Bargain
The limitations and exclusions in this clause reflect a reasonable and deliberate allocation of risk, form an essential basis of the commercial agreement, and are reflected in the pricing of the Services. ProcuHelp would not enter into this agreement without these protections.
12.6 Mandatory Exceptions
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under mandatory Dutch or EU law, including liability for: (a) death or personal injury caused by gross negligence; (b) fraud or fraudulent misrepresentation; or (c) wilful misconduct (opzet of bewuste roekeloosheid). All other liability is excluded or limited to the maximum extent permitted.
13. Indemnification
13.1 Client Indemnity
The Client shall fully defend, indemnify, and hold harmless ProcuHelp and its affiliates, directors, officers, employees, contractors, and agents from and against all claims, demands, proceedings, losses, damages, liabilities, costs, fines, penalties, and expenses (including reasonable legal fees) arising from or in connection with:
The Client's or its Users' breach of any provision of these Terms
Unlawful, unauthorised, or negligent use of the Platform by the Client or its Users
Client Data that infringes any third-party intellectual property right, privacy right, confidentiality obligation, or applicable law
The Client's failure to obtain or maintain an appropriate legal basis for processing personal data uploaded to the Platform
Any claim by a data subject arising from the Client's processing activities using the Platform
The Client's reliance on AI Outputs without adequate human review
Any regulatory investigation, fine, or enforcement action against ProcuHelp arising from the Client's use of the Platform
Any third-party claim arising from the Client's use of the Platform in breach of applicable law
The Client shall control the defence of any claim subject to this indemnity, subject to ProcuHelp's right to participate using its own counsel and to approve any settlement imposing obligations on ProcuHelp. This indemnity survives termination indefinitely.
13.2 Cooperation
Each party shall promptly notify the other of any claim, threat, or investigation that may give rise to an indemnity obligation and shall provide reasonable cooperation in the defence of any such matter.
14. Third-Party Services
The Platform relies on third-party services including cloud infrastructure, email delivery, payment processing, AI processing, eSignature platforms, and ERP integrations. ProcuHelp selects these providers with reasonable care and maintains appropriate data protection agreements with each. However, ProcuHelp does not warrant the continuous availability, accuracy, security, or performance of any third-party service and is not responsible for any failure, interruption, data loss, breach, or service degradation caused by a third-party provider. The Client acknowledges that third-party integrations are provided on an "as is" basis; changes to third-party APIs may affect Platform functionality without advance notice; and ProcuHelp's liability for any loss arising from third-party service failures is excluded to the maximum extent permitted by law. The Client is responsible for ensuring its use of third-party integrations complies with its own agreements with those third parties.
15. Sanctions and Export Controls
The Client represents and warrants that it is not, and that no User is, a person or entity listed on any EU, UN, US, or UK sanctions list; located in or incorporated under the laws of any country subject to comprehensive sanctions; or owned or controlled by any sanctioned person or entity. The Client shall not use the Platform in connection with any sanctioned country, entity, or individual. ProcuHelp reserves the right to suspend or terminate access immediately and without liability or refund if it determines, in its sole discretion, that continued provision of the Services would breach applicable sanctions or export control laws.
16. Force Majeur
Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations if such delay or failure results from circumstances genuinely beyond its reasonable control, including natural disasters, acts of government, war, civil unrest, pandemic or epidemic events, internet backbone failures, power outages, cyberattacks on third-party infrastructure, or failures of third-party services outside ProcuHelp's direct control. For the avoidance of doubt, force majeure does not excuse the Client's obligation to pay fees that have already accrued. If the force majeure event continues for more than 60 days, either party may terminate these Terms on 14 days written notice without liability for the termination itself, but the Client remains liable for all fees accrued to the date of termination.
17. Notices
All formal notices under these Terms must be in writing and may be delivered: (a) by email to the address on record for each party, deemed received at the time of transmission provided no delivery failure notification is received; or (b) by registered post to the registered office of the receiving party, deemed received two Business Days after posting. The Client is responsible for keeping its contact information current in the Platform. ProcuHelp shall not be liable for failure to receive a notice caused by the Client's failure to maintain current contact information. Notices to ProcuHelp: support@procuhelp.com | ProcuHelp B.V., Rotterdam, Netherlands. Security matters: security@procuhelp.com.
18. Modifications to Terms
ProcuHelp may update these Terms from time to time. Where a change is material, ProcuHelp will provide at least 30 days notice by email or in-app notification. If a change would materially and detrimentally increase the Client's obligations or reduce its rights during an active Subscription Term, such change takes effect only upon written agreement of both parties. For all other changes, continued use after the effective date constitutes the Client's acceptance. The current version is always available at www.procuhelp.com/terms.
19. General Provisions
19.1 Entire Agreement
These Terms, together with the Privacy Policy, Data Processing Agreement, and any written order confirmation, constitute the entire agreement between ProcuHelp and the Client and supersede all prior agreements, representations, warranties, and understandings of any kind. The Client acknowledges that it has not entered into this agreement in reliance on any representation not expressly stated in these Terms. Any terms in the Client's purchase orders, framework agreements, or other documents are expressly rejected and have no effect.
19.2 Assignment
These Terms, together with the Privacy Policy, Data Processing Agreement, and any written order confirmation, constitute the entire agreement between ProcuHelp and the Client and supersede all prior agreements, representations, warranties, and understandings of any kind. The Client acknowledges that it has not entered into this agreement in reliance on any representation not expressly stated in these Terms. Any terms in the Client's purchase orders, framework agreements, or other documents are expressly rejected and have no effect.
19.3 Severability
If any provision of these Terms is held invalid or unenforceable, it shall be severed and the remaining provisions continue in full force. The parties shall negotiate in good faith to replace any severed provision with one achieving the same commercial and legal intent.
19.4 Waiver
No failure or delay in exercising any right or remedy operates as a waiver. A waiver is only effective if given in writing. No single or partial exercise of any right prevents further exercise of that or any other right.
19.5 No Partnership or Agency
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party has authority to act in the name of or bind the other party.
19.6 Third-Party Rights
These Terms do not confer any rights on any third party. No third party may enforce any provision of these Terms.
19.7 Electronic Acceptance
The Client's acceptance of these Terms through account registration, a tick-box confirmation, or any other electronic means constitutes a valid, binding, and enforceable agreement under Dutch law. ProcuHelp is entitled to rely on electronic acceptance records as conclusive evidence of agreement.
19.8 Language
These Terms are drafted in English. In the event of any conflict between an English version and any translation, the English version prevails.
20. Governing Law and Jurisdiction
These Terms and any dispute, claim, or obligation arising from or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands, excluding any conflict of law rules that would require the application of a different law. Any dispute that cannot be resolved by good faith negotiation within 30 days of written notice shall be submitted to the exclusive jurisdiction of the competent court in Rotterdam, the Netherlands. ProcuHelp additionally reserves the right to seek urgent or interim relief, including injunctions, in any jurisdiction where the Client's assets or operations are located.
21. Contact
For questions about these Terms or the Platform:
ProcuHelp B.V.
Email: support@procuhelp.com
Security inquiries: security@procuhelp.com
Telephone: +31 10 261 33 53
Website: www.procuhelp.com
Ready to take control of your procurement?
See how ProcuHelp gives your team complete visibility over every vendor, contract, license and renewal. Before anything costs you more than it should.