PROXIUSS s.r.o., registered office at Landererova 12, 811 09 Bratislava, Slovak Republic, Identification Number (IČO): 54 174 244, registered in the Commercial Register maintained by the District Court Bratislava III, Section: Sro, Insert No.: 156803/B, issues these General T&C for the use of the Proxiuss Project+ application:
NOTICE: THE APPLICATION IS INTENDED FOR PROJECT MANAGEMENT. DUE TO THE ABOVE, ALL RELATIONS BETWEEN THE PROVIDER AND THE USER ARE CONSIDERED AS COMMERCIAL LEGAL RELATIONSHIPS.
Article I. Definitions and Terms
- In the following articles of these GTC, the following terms (so-called legislative abbreviations) shall have the meanings set forth below:
a. “Application”: the application named Proxiuss Project+ available on the AppExchange platform, which provides Services to the User; a user guide for using the Application is available here.
b. “AppExchange”: an online directory and marketplace for web applications, software applications, and software that integrates with Salesforce products and services, available here.
c. “Copyright Act”: Slovak Act No. 185/2015 Coll. Copyright Act, as amended.
d. “Pricelist”: an overview of fees for using the Application, available here. The Pricelist sets the fees for using the Application depending on the number of registered users of the Application for the Prepaid Period.
e. “Confidential Information”: any information exchanged between the Parties in the course of their cooperation, regardless of the form and method of disclosure, if designated as confidential by the Parties, and any information, the disclosure of which to a third party may cause the other Party financial or non-financial damage, provided that such consequences can reasonably be expected with due care.
f. “Helpdesk”: maintenance and support service provided by the Provider for using the Application.
g. Main Services Agreement”: the agreement between Salesforce and the User effective from the date of its acceptance by the User upon registration on the Salesforce platform, available here.
h. “Commercial Code”: Slovak Act No. 513/1991 Coll. Commercial Code, as amended.
i. “Content”: all information, data, documents, and data entered by the User into the Application for the purpose of using the Application.
j. Provider”: company PROXIUSS s.r.o., with registered office at Landererova 12, 811 09 Bratislava, Slovak Republic, ID No. 54 174 244, registered in the Commercial Register kept by the District Court Bratislava III, Section Sro, Entry No. 156803/B, established and operating in accordance with the laws of the Slovak Republic.
k. “User”: any person (legal entity, natural person authorized to conduct business, or natural person not conducting business) registered on the Salesforce platform as a User and using the Application.
l. “Prepaid Period”: the period chosen by the User, either 1 calendar month or 12 calendar months, during which the User is granted access to use the Application.
n. “Salesforce”: a CRM platform and centralized platform for managing customer accounts, potential customers, activities, customer support cases, and other application services, on which the Application is available.
o. “Service Services”: configuration management, changes or customization of the Application to the User’s individual conditions, and training for the Application.
p. “Trial Period”: a maximum of 30 days from the date of Registration.
q. “Services”: project management, resource management, and project finance management services as described in these GTC.
r. “Stripe”: an online platform for processing payments and credit cards.
s. “GTC”: these general terms and conditions.
t. “Web”: the Provider’s website available here.
u. “Contract”: a contract for the provision of services concluded between the Parties, the subject of which is the obligation of the Provider to provide the User with Services through the Application for an agreed consideration – a fee according to the Pricelist and the obligation of the User to accept the Services provided through the Application and pay the Provider the agreed consideration.
v. “Maintain Confidentiality”: to keep Confidential Information in strict confidence, not to disclose, report, or make Confidential Information accessible, and not to use Confidential Information to gain an advantage for oneself or another, or for one’s or another’s benefit.
w. “Parties”: the Provider and the User together (each individually as a “Party”).
- A term with a capital letter used in these GTC is to be given the meaning assigned to it in these GTC. Headings contained in these GTC are for informational purposes only and do not in any way affect the meaning or interpretation of any of the provisions of these GTC. All attachments to these GTC or referred to in these GTC form an integral part of them. The singular in these GTC includes the plural and vice versa.
- Unless otherwise provided in these GTC, a reference to any of the Contracting Parties shall also include its legal successors and any persons to whom the Contracting Party has transferred all of its rights and obligations from the Contract or any part thereof in accordance with the Contract, and who have assumed all the obligations of the Contracting Party arising from the Contract or part thereof.
- If these GTC stipulate that a Party will allow, secure, or provide (hereinafter referred to as the “Obligated Party”) certain actions, legal acts, or other actions, inactions, situations, or outcomes, then in relation to the Obligated Party, such obligation shall include an obligation that can reasonably be required from the Obligated Party and an obligation to perform acts, convene all meetings and exercise all rights at all meetings of the authorities, exercise its nomination rights to the authorities and its influence on nominees, waive all rights, issue and grant consents and declarations, take all actions/decisions, and exercise other rights and powers available to it, directly and indirectly, in a way that fulfills the obligation that the Obligated Party is to secure or enable directly or through its representative (hereinafter referred to as the “Obligation”). The Obligated Party shall be liable for any damage to the other Contracting Party, regardless of fault, arising from the fact that the Obligation was not fulfilled unless such Obligated Party proves that the Obligation was not fulfilled due to circumstances excluding liability under Section 374 of the Commercial Code (strict liability with the possibility of liberation).
Article II. Introductory Provision and Conclusion of the Contract
- These GTC form an integral part of the Agreement between the Provider and the User, which is concluded through the procedure set forth in this article of the GTC.
- These GTC govern all contractual relationships and all mutual rights and obligations of the Parties that have arisen or are related to the Agreement for the use of the Application.
- By entering into the Agreement:
a. The Provider undertakes to:
i. Provide the User with access to the Application and allow the User to use the Application in accordance with these GTC.
ii. Ensure maintenance and functionality of the Application for the User.
b. The User undertakes to:
i. Use the Application exclusively in accordance with these GTC.
ii. Pay the fees to the Provider in accordance with these GTC.
- The Parties conclude the Agreement for the use of the Application exclusively in electronic form in the manner and under the conditions set out in these GTC. These GTC represent a proposal by the Provider for the conclusion of the Agreement addressed to the User. The User of the Application:
a. By downloading the Application for the Trial Period from the AppExchange platform and accepting these GTC and/or other conditions (third-party) for using the Application as stated in the registration process, or
b. By entering the required registration data in the Registration process on the Web for the Prepaid Period, accepting these GTC and/or other conditions (third-party) for using the Application as stated in the registration process, and making the payment through the Stripe platform, accepts the Provider’s proposal to conclude the Agreement. This constitutes the conclusion of the Agreement between the Provider and the User in accordance with the terms set out in these GTC, and the User is entitled to use the Application in accordance with these GTC.
- After successfully completing the Registration process, the User will receive an email from the Provider containing a link that will allow them to download the Application. After successfully downloading the Application, the User is entitled to use the relevant functionalities of the Application (Article III, points 2 and 3 of these GTC).
- By accepting these GTC or other conditions (third-party) for using the Application, the User confirms that they have read these GTC and any other terms, understands them, and agrees to them without reservation in their entirety, and that the consent to these GTC is given by a person authorized to act on behalf of the User. Declarations under this paragraph of these GTC are considered to be repeated with each use of the Application.
- For the purpose of Registration, the User is obliged to provide all data necessary to create an account to the Provider, as specified in the registration form. The User will provide all information in the correct, truthful, up-to-date, and complete form. Any breach of the obligation under this paragraph of these GTC authorizes the Provider to either refuse, terminate, or suspend the User’s access to the Application without delay, and such refusal, termination, or suspension shall not be considered as late or incorrect delivery of performance under applicable law, and no claims against the Provider arise from the User for this reason.
- In the event that there is a change in the User’s data provided during Registration and/or necessary for payment through the Stripe platform or for the issuance of an invoice for fees for using the Application, compared to the data originally provided during Registration, the User is obliged to adjust these changes without undue delay in the account created for the User on the Stripe platform during the Registration process, or notify the Provider in writing in accordance with Article X of these GTC.
- The User can log into the Application through their Salesforce platform account or through a login link sent to them from the Stripe platform. The User is fully responsible for any activities performed under their username and password within their account. The Provider is not responsible for any unauthorized interference with the integrity of the account caused by the loss or disclosure of login information and/or the content of the account to a third party by the User.
Article III. Application
- The Application provides the User with Services, which consist of processing the Content entered by the User. Processing involves performing operations on the Content to the extent and in the manner envisaged and enabled by the Application and its functionalities. The Application is created in accordance with applicable laws and is a tool for managing the Provider’s projects, capacity planning, and monitoring project finances within project management, resource management, and project finance management. More detailed information about the Services and the Application can be found on the Web and AppExchange.
- During the Trial Period, the Application is fully accessible to the User without restrictions and free of charge; after the Trial Period, the use of the Application is subject to Registration for the Prepaid Period and payment of fees in accordance with these GTC. Further specification is provided in the Pricelist in accordance with Article V of these GTC.
Article IV. Authorization to Use the Application
- The User is authorized to use the Application as SaaS (Software as a Service) as follows:
2.2 Scope: The use of the Application is not limited territorially.
2.3 Non-Exclusivity: Based on these GTC, the User does not obtain exclusive and exclusive rights to use the Application. On the contrary, the Provider is solely authorized to use the Application and allow its use to an unlimited circle of persons not predetermined in advance.
2.4 Time Limit: For the Prepaid Period according to these GTC.
2.5 Transfer of Rights and Obligations: Upon termination of the User, the rights and obligations from these GTC pass to their legal successor.
2.6 Further Handling with the Application: The User is not entitled to grant third parties permission to use the application or assign the rights from these GTC to a third party without the prior written consent of the Provider.
- The User does not have access to the source code of the Application.
Article V. Fees and Payment Terms
- The Provider undertakes to provide the User with access to the Application and its functionalities free of charge during the Trial Period. After the Trial Period, further use of the Application is subject to the payment of a fee in accordance with the Pricelist.
- The Provider is entitled to unilaterally change the Pricelist. The change in the Pricelist is considered notified to the User at the moment of its publication in the Application. Changes to the Pricelist will not affect the fees that have already been paid and the Prepaid Period for which the fees have been paid before the publication of the change to the Pricelist. Article XII, point 6 of these GTC shall apply analogously.
- The User is required to make the payment through the Stripe platform by providing valid and updated payment card information. By providing this information, the User authorizes the Stripe platform to charge fees for the Application from this card in accordance with these GTC. The fee for each subsequent period identical to the first Prepaid Period in accordance with Article XI, point 2 of these GTC is to be paid by bank transfer to the Provider’s account as indicated in the invoice issued by the Provider and delivered to the User (by email) no later than 1 month before the end of this subsequent Prepaid Period, with a payment deadline of 30 days.
- The Provider is entitled to a fee for the Prepaid Period, regardless of whether the User used the Application.
- The User acknowledges and agrees to the creation of the Provider’s claim for payment for regularly recurring payments for the use of the Application for each subsequent Prepaid Period.
- The day of providing access to the Application is considered the day of payment of the fee by the User. [The fee is considered paid by crediting the entire fee amount to the Provider’s account. The Provider will issue and send a tax document (invoice) to the User for the use of the Application to the User’s email address provided during Registration promptly after the fee is paid. Before the expiration of the Prepaid Period, the Provider will issue and send a payment request for the fee for the next Prepaid Period to the User’s email address provided during Registration, with a payment deadline 30 days before the end of this subsequent Prepaid Period.].
- By agreeing to these GTC, the User grants the Provider consent to issue all tax documents for the use of the Application in the form of an electronic invoice. An electronic invoice constitutes a fully valid tax document for tax purposes.
- In case of User’s delay in paying the fee, the Provider is entitled to deactivate the User’s account in the Application and prevent the User from accessing the Application during the delay. Prior to deactivating the account, the User will be sent a reminder by email by the Provider to pay the amount due. The User’s delay in paying the fee for more than 10 days is considered a material breach of these GTC.
- Any amount stated in the Pricelist and these GTC is an amount excluding VAT.
Article VI. Guarantees and Declarations, Use of the Application
- The Provider makes the Application and its functionalities available “as is.”
- The User acknowledges that they input Content into the Application at their own risk and assumes responsibility for the Content they upload. The User declares that they only upload Content for which they have the legal rights to use as per legal regulations. The User states that they have the right to manage the Content, have all necessary consents to handle the Content according to the extent and manner required by applicable legal regulations, and that the processing of the Content does not threaten or violate their rights or interests or the rights or interests of third parties. The Provider is not in any way responsible for the content, accuracy, or completeness of the Content stored, gathered, or generated by the User through the Application; in particular, the Provider is not responsible for the compliance of the Content with applicable legal regulations or the use of the Content by the User.
- The Provider declares that it will ensure a reasonable level of protection of the Content from erasure, loss, unauthorized modification, or other damage, as well as from unauthorized access by third parties.
- The User agrees not to use the Application in a way that violates the rights of the Provider to the Application and/or damages its reputation and interests. Using the Application for a purpose other than defined is prohibited. The User declares that they will not use the Application for purposes that are in violation of generally binding legal regulations and these GTC. A violation of this obligation, as defined in this section, constitutes a material breach of these GTC.
- The User is required to save Content and all the Application’s outputs using their own means (other than through the Application) to prevent damage, e.g., due to the loss or damage of Content in the Application, and so forth. The responsibility for the loss of Content or other damages caused or arising from the use of the Application is on the User.
- The Provider declares that it will not misuse the Content inserted by the User for its benefit and will not provide access to third parties unless such an obligation arises from generally binding legal regulations or enforceable decisions of public authorities or when it is necessary for the proper exercise and protection of the Provider’s rights and interests under these GTC or related to them.
- If any statement by the User in accordance with these GTC proves to be untrue, or becomes untrue, and in connection with this, any claims by third parties are made against the Provider or sanctions are imposed by public authorities, the User undertakes to fully indemnify the Provider, including any costs incurred by the Provider as a result of such claims or sanctions or in connection with them. Providing false statements by the User in accordance with this Article of the GTC constitutes a material breach of these GTC.
Article VII. Application Availability
- As the Application is operated on the Salesforce platform, the level of availability is subject to the conditions for using this platform.
- Considering point 1 of this article, the Provider does not guarantee any level of availability.
- In light of point 1 of this article, the Provider is not responsible for any consequences and results of the Application’s unavailability caused by the operation of the Salesforce platform.
Article VIII. Application Functionality
- The Provider declares that the Application and its functionalities will be provided in a quality that can be reasonably expected, taking into account their nature, purpose, fees for, and conditions of using the Application in accordance with these GTC, but only to the extent defined in these GTC and other conditions necessary for the operation of the Application.
- The User, by agreeing to these GTC, consents that the maximum amount of damages that can be reasonably expected at the time of accepting these GTC as a possible consequence of a breach of the Provider’s obligations or that can be anticipated taking into account the facts that the User knows or should know at the time of accepting these GTC with ordinary care, is limited solely to actual damage and represents an amount equal to the amount of the applicable fee for the Prepaid Period during which the damage may occur. The User agrees that any damage that exceeds the damage defined in the preceding sentence is not reimbursed.
Article IX. Support Services
- If the User is interested in Support Services, the User contacts the Provider through a form accessible on the web or in an email sent to the Provider’s email address.
- The Provider, upon request, will provide Support Services to the User according to the terms that the contracting parties agree upon, with consideration of the scope requested by the User.
- If the contracting parties do not agree otherwise in a specific case, the compensation for providing Support Services belongs to the Provider, amounting to 90 USD per hour, with each commenced 15 minutes being charged as one unit.
Article X. Communication
- All information, notifications, submissions, requests, and any other form of communication between the contracting parties must be in written form and delivered by email to the email address of the contracting party. An email is considered delivered on the next business day after sending it unless it is evident from the communication of the contracting parties that it was demonstrably delivered and acknowledged by the contracting party – the recipient on the day of sending it by the contracting party – the sender.
Article XI. Duration of the Agreement and Termination of the Right to Use the Application
- The right to use the Application is granted for a specified period, for the duration of the Prepaid Period.
- The duration of each Prepaid Period will be as specified in the respective order form of the User’s Application on the Salesforce platform. Unless otherwise stated in the order form, the subscription will automatically renew for another period identical to the initial Prepaid Period, unless either party provides written notice (email accepted) to the other party at least 5 days before the end of the respective Prepaid Period.
- Both the User and the Provider are entitled to terminate the use of the Application without providing a reason by ending the Prepaid Period through the Stripe platform or by giving notice to the Provider in accordance with Article X of these GTC. In the case of a monthly Prepaid Period, termination takes effect, and the right to use the Application expires on the last day of the monthly Prepaid Period. In the case of an annual Prepaid Period, termination takes effect, and the right to use the Application expires on the last day of the annual Prepaid Period.
- The Provider is entitled to terminate the use of the Application by rescinding the Agreement with immediate effect, especially if:
a. The User breaches any obligation under these GTC, which, according to these GTC, is considered a material breach of the GTC.
b. The User informs the Provider of disagreement with the changes to the GTC (Article XII, point 5).
c. The User’s account is not actively used for a minimum of 12 consecutive months.
d. Other reasons for termination of the use of the Application arise in accordance with the legal regulations of the Slovak Republic.
- Termination by the Provider under point 4 takes effect by delivering a notice to the User in accordance with Article X of these GTC. In the event of the termination of the use of the Application during the Prepaid Period, the User is not entitled to a refund of a proportional part of the fees paid.
- In the event of the termination of the use of the Application, the User’s account will remain accessible for another 2 months from the effective date of the termination (without the possibility of actively using the Application); after this period, all account data and Content will be irrevocably deleted. The User is responsible for securing all their data and information they entered into the Application, as well as any outputs created by the Application during this period at their own cost and responsibility. After this period, the User will lose access to all this data, information, and outputs.
Article XII. Protection of Confidential Inforrmation and Personal Data Protection
- The parties are obligated to maintain confidentiality about all facts learned during their mutual cooperation, the disclosure of which to third parties could cause the other party material or non-material damage, further not to misuse and not to provide these facts to third parties. The parties are also obligated to protect all information that meets the definition of a trade secret according to § 17 paragraph 1 of the Commercial Code.
- The obligations regarding confidentiality do not apply to information that:
a. Was publicly known at the time of use or became known to the public by other means other than through a breach of these GTC.
b. Was known to the party before it was provided.
c. Is requested by a court, prosecutor, or other public authority based on the law.
d. Must be provided in the necessary scope to the legal, tax, and/or economic advisors of the party for the purpose of legal, tax, and/or economic advisory.
e. Must be provided in the necessary scope to the employees or collaborators of the party for the purpose of fulfilling the obligations arising from the GTC.
- When providing services according to the Agreement, the Provider will not process personal data of the User, the controller of which is the User according to the General Data Protection Regulation (GDPR), either on its own behalf or on behalf of the User. In the event of accidental contact with the User’s personal data when providing services according to the Agreement, the Provider undertakes to maintain confidentiality in accordance with the applicable legal regulations, particularly the provisions of the GDPR. At the same time, the Provider declares that all employees and collaborators of the Provider have been informed of their obligations, including the obligation to maintain confidentiality.
Article XIII. Final Provisions
- The User is not authorized to assign, contractually, unilaterally, or in any other way, transfer any or all benefits, advantages, claims, or obligations arising from these GTC, as well as their rights or obligations arising from these GTC, without the prior written consent of the Provider.
- The relationship between the User and the Provider is governed by these GTC and the generally binding legal regulations of the Slovak Republic, especially the Commercial Code.
- All disputes arising from the contractual relationship between the Provider and the User or in connection with the use of the Application will be finally decided by the competent court in the Slovak Republic (exclusive jurisdiction).
- The User is not authorized to transfer their rights under these GTC to a third party.
- In the event that any provision of these GTC is invalid, ineffective, or unenforceable, such a fact does not affect the validity, effectiveness, and enforceability of the other provisions of these GTC, unless the nature of such a provision excludes such a possibility in accordance with the generally binding legal regulations.
- The Provider is authorized to unilaterally amend these GTC at any time. The Provider will inform the User of such a change in advance, usually at least 30 days before the effective date of the GTC change, by publishing the amended GTC in the Application. If the User does not agree with the GTC change, they are obligated to notify the Provider of this fact within 15 days of its publication; failure to notify disagreement with the GTC change will have the consequences specified in Article XI, point 4, letter b of these GTC. The GTC change will take effect on the date indicated therein.
- These GTC become valid and effective on 27. 10. 2023.