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General Terms and Conditions

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 

  1. In the subsequent articles of these General Terms and Conditions (hereinafter referred to as “T&C”), the following terms (hereinafter referred to as “legislative abbreviations”) shall have the meanings ascribed hereinbelow: 

    a. “Agreement” shall mean agreement for the provision of services entered into between the Parties, the subject of which is the Provider’s commitment to provide, through the Application, the Services to the User for an agreed fee, according to the Price List, and the User’s commitment to accept the Services provided through the Application and pay the Provider the agreed fee; 

    b. “Application” shall mean the application named Proxiuss Project+ available on the AppExchange platform, which provides the User with Services; 
    c. “AppExchange” shall mean the online directory and marketplace for web applications, software applications, and software that collaborates with Salesforce products and services, available at: https://appexchange.salesforce.com/

    d. “Copyright Act” shall refer to the Slovak Act No. 185/2015 Coll. on Copyright as amended by later regulations; 

    e. “Pricelist” shall denote the overview of fees for the use of the Application, available here: https://www.proxiuss.com/pricing/. The Pricelist specifies the fees for using the Application depending on the number of registered users of the Application per the Prepaid Period; 

    f. “Helpdesk” shall signify the maintenance and support service that the Provider offers for the utilization of the Application; 

    g. “Incident”: An unplanned interruption, degradation in the quality of the Application, unexpected and urgent issues, and error conditions within the Application; 

    h. “Main Services Agreement” refers to the contract between the Salesforce platform and the User, effective from the date of acceptance by the User during registration on the Salesforce platform, available here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Salesforce_MSA.pdf;
     
    i. “Commercial Code”: Slovak Act No. 513/1991 Coll. – Commercial Code, as amended by subsequent regulations; 

    j. “Content” encompasses all information, data, documents, and materials that the User enters into the Application for the purpose of utilizing the Application; 

    k. “Provider” designates the company PROXIUSS s. r. o., with registered office at Landererova 12, 811 09 Bratislava, Slovak Republic, Identification Number (IČO) 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; 

    l. “Provision of Services” shall encompass consulting and development services, individual support, and trainings upon the request of the User; 

    m. “User” shall refer to any legal entity or physical entity authorized to conduct business, duly registered on the Salesforce platform as a User, and who utilizes the Application; 

    n. “Subscription Period” shall signify the period as chosen by the User, being either 1 calendar month or 12 calendar months, during which the User shall be granted access for using the Application;
     
    o. “Registration” shall denote the input of requisite registration details within the Application, the acceptance of the terms of use of the Application, all as per the procedures mandated within the Application; 

    p. “Salesforce” shall signify the CRM platform and also the centralized platform for managing customer accounts, potential customers, activities, customer support cases, and other application services, on which the Application is made available;
     
    q. “Trial Period”: 30 days from the date of Registration; 

    r. “Services” shall mean services related to project management, resource management, and project finance management as described in these T&Cs; 

    s. “T&C” shall refer to these General Terms and Conditions; 

    t. “Parties”: The Provider and the User collectively (each individually referred to as a “Party”). 

  2. In these T&Cs, terms, and phrases with initial capitalization shall be construed in accordance with the definitions ascribed to them within these T&Cs. Headings contained within these T&Cs are provided solely for informational purposes and shall in no way affect the interpretation or meaning of any provisions of these T&Cs. All attachments appended to these T&Cs or referenced herein shall constitute an integral and inseparable part thereof. The singular form used in these T&Cs includes the plural form, and vice versa. 

  3. In the absence of contrary specification within these T&Cs, any reference to any of the contracting Parties shall encompass its legal successors and any persons to whom the contracting Party has assigned all of its rights and obligations arising from the Agreement or any portion thereof in accordance with the Agreement, and who have assumed all the obligations of the contracting Party arising therefrom under the Agreement or such portion thereof. 

  4. Where these T&C establish that a contracting Party shall enable, secure, or procure (hereinafter referred to as the “Obligated Party”) certain actions, legal acts, or other deeds, conduct, abstention from conduct, situations, or outcomes, then, in relation to the Obligated Party, such obligation encompasses a commitment that may be reasonably demanded from the Obligated Party. To the maximum extent permitted by mandatory legal regulations, the obligation includes performing acts, convening all meetings, and exercising all rights at all meetings of bodies, exercising its nominating rights in bodies and its influence over nominees, waiving all rights, issuing and granting consents and declarations, taking all actions/decisions, and exercising its other rights and authorities, both direct and indirect, in such a manner as to ensure the fulfillment of the obligation that the Obligated Party is to secure or enable, either directly or through its representative (hereinafter referred to as the “Obligation”). The Obligated Party shall be liable for any damages to another contracting Party, regardless of fault, resulting from the fact that the Obligation was not fulfilled, unless the Obligated Party demonstrates that such non-fulfillment of the Obligation was due to circumstances excluding liability under Section 374 of the Commercial Code (liability without fault with the possibility of exoneration). 

Article II. Introductory Provision and Conclusion of the Agreement

  1. These T&Cs constitute an integral part of the Agreement between the Provider and the User, which is concluded in accordance with the procedure set forth in this article of the T&C. 

  2. All contractual relations, as well as all mutual rights and obligations of the Parties arising from or related to the Agreement for the use of the Application, shall be governed by these T&Cs.

  3. By entering into the Agreement:

    a. The Provider undertakes:
    i. To provide the User with access to the Application and to enable the User to use the Application in accordance with these T&Cs,
    ii. To ensure the maintenance and functionality of the Application for the User;  

    b. The User undertakes:
    i. To use the Application exclusively in accordance with these T&Cs; 
    ii. To remit fees to the Provider as per the provisions of these T&Cs. 

  4. In accordance with the legal principles governing electronic agreements and the terms set forth herein, the contracting parties enter into an Agreement for the utilization of the Application exclusively in electronic form. These T&Cs represent a proposal from the Provider for the conclusion of the Agreement addressed to the User. By downloading the Application from the AppExchange platform, providing the requisite registration details in the Registration process, accepting these T&Cs, and/or any other conditions (imposed by third parties) for the use of the Application as stated in the registration process, the User accepts the Provider’s proposal to conclude the Agreement. Consequently, an Agreement is formed between the Provider and the User in accordance with the terms specified in these T&Cs, thereby conferring upon the User the entitlement to utilize the Application in accordance with these T&Cs. 

  5. By accepting these T&C or other terms (third-party) for the use of the Application, the User acknowledges that they have read and understood these T&C and any other applicable terms, and unreservedly agrees to their content in its entirety. This agreement to the T&C is considered to have been made by an individual authorized to act on behalf of the User. Declarations pursuant to this section of the T&C are deemed to be reiterated with each use of the Application. 

  6. For the purposes of Registration, the User is obligated to provide the Provider with all necessary information required to establish an account, as specified in the registration form. Additionally, the User must confirm the verification of the User’s email address as provided during Registration. The User shall provide all information accurately, truthfully, in a current, and complete manner. Any breach of the obligations set forth in this section of the T&C entitles the Provider to refuse, terminate, or suspend the User’s access to the Application. Such refusal, termination, or suspension shall not be considered a delayed or incorrect performance in accordance with applicable legal provisions, and the User shall have no claims against the Provider for such actions. 

  7. In the event of any alteration to the User’s details, as provided during the Registration process and/or those requisite for the invoicing of fees related to the use of the Application, in contrast to the details originally furnished during Registration, the User shall promptly notify the Provider of such changes in writing, without undue delay. 

  8. The User, upon Registration and the creation of an account, shall autonomously designate a unique password that grants access to said account. The User retains the right to modify the generated password within their account profile. In the event of password loss, the User is entitled to request the generation of a new password. The User assumes responsibility for maintaining the confidentiality of their account, particularly with regard to password security, and for all activities conducted within or through the account. In the event of any compromise to the account’s integrity, including password loss, the User is obligated to promptly notify the Provider of such an occurrence, no later than 24 hours from the time of the compromise. The User is fully liable for any actions undertaken under their login credentials within their account. The Provider shall not be held accountable for any unauthorized intrusion into the account’s integrity resulting from password loss or the disclosure of the password and/or account content to a third party by the User. 

  9. Upon the successful completion of the registration process, the User is duly authorized to access and utilize the relevant functionalities of the Application (as outlined in Article III, Sections 2 and 3 of these T&Cs). 

Article III. Application 

  1. The Application provides the User with Services, which consist of processing the Content uploaded by the User. Processing entails the execution of operations on the Content within the scope and manner anticipated and enabled by the Application and its functionalities. The Application is developed in compliance with applicable legal regulations and serves as a tool for project management, capacity planning, and financial monitoring of the Provider within the domains of project management, resource management, and project finance management.  

  2. Upon the successful completion of Registration, the Provider shall grant the User the authorization to utilize the Application and shall make the Application and its functionalities available to the User for a Trial Period. During the Trial Period, the Application shall be fully accessible to the User without any restrictions, free of charge. Subsequent to the expiration of the Trial Period, the usage of the Application shall be contingent upon the payment of fees in accordance with these T&Cs. Further details are stipulated in the Pricing Schedule pursuant to Article V of these T&Cs. 

  3. Following the conclusion of the Trial Period and upon the User’s payment of fees as per these T&Cs, the Provider shall provide access to the Application for a Prepaid Period chosen by the User. 

  4. The User acknowledges that the Application is provided in the capacity of Software as a Service (SaaS) through the Salesforce platform. The use of the Application necessitates the utilization of tools within the Salesforce platform and the acceptance of the terms of use governing said platform. The User acknowledges that the Provider is not the operator of Salesforce and bears no responsibility for the functionality and operation of Salesforce, and in no way enters into a contractual relationship between the User and any third party who operates Salesforce. 

Article IV. Authorization to Use Applications

  1. he Application is a copyrighted work of the Provider and is protected in accordance with the relevant provisions of the Copyright Act. The Provider is the exclusive owner of all proprietary rights and other intellectual property rights to the Application. By accepting these T&C, the User does not acquire any proprietary rights or other intellectual property rights to the Application (including, but not limited to, the right to modify, alter, interfere with the Application, process, adapt, and create derivative works, make copies of the Application, and distribute them). The Application and all its components and functionalities, including graphic elements, layouts, texts, interfaces, and other components, are protected by the applicable laws of the Slovak Republic and international treaties in the field of intellectual property rights. Any use of the Application other than in accordance with these T&Cs is prohibited. 

  2. The User is authorized to utilize the Application as a SaaS service in the following manner: 
     
    2.1 Method of Application Usage: Solely for the User’s internal use, for the purpose outlined in Article III, Section 1 of these T&Cs. The User is not permitted to modify, alter, process, combine with another work (unless agreed upon with the Provider), create reproductions, distribute, or link the Application to multiple devices or other services, or make the Application accessible over a network, publicly distribute the original Application or its reproductions by means of transfer of ownership, loan, or lease, publicly present the Application or its reproductions, reove, alter, conceal, or obscure information pertaining to the proprietary rights (including notices of copyright and trademarks) of the Provider or its affiliated companies, partners, suppliers, or licensors for the Application, nor use the Application in any manner inconsistent with the terms of use specified in these T&Cs. 

    2.2 Scope: The use of the Application is territorially unrestricted; the material limitation on the use of the Application is determined by the number of users specified in the order. 

    2.3 Non-Exclusivity: By virtue of these T&Cs, the User does not acquire an exclusive or sole entitlement to use the Application. Conversely, the Provider alone is entitled to use the Application and to allow its utilization by an unrestricted and previously unspecified group of individuals. 

    2.4 Time Limitation: During the Subscription Period as per these T&Cs. 

    2.5 Succession: Upon the User’s cessation, the rights and obligations under these T&Cs pass to their legal successor. 

    2.6 Further Handling of the Application: The User is not authorized to grant a third party consent for the use of the application or to assign rights from these T&Cs to a third party without prior written consent from the Provider. 

  3. Access to Application Source Code: The User does not have access to the source code of the Application. 

Article V. Fees and Payment Terms 

  1. The Provider undertakes to grant the User access to the Application and its functionalities during the Trial Period free of charge. After the Trial Period, further usage of the Application is contingent upon payment of a fee in accordance with the Price List. 

  2. The Provider is entitled to unilaterally amend the Price List. The modification of the Price List is considered notified to the User at the moment of its publication within the Application. Changes to the Price List shall not affect already paid fees and the Prepaid Period for which fees were paid prior to the publication of the Price List amendment. Article XII, Section 6 of these T&Cs shall apply analogously. 

  3. The User shall be obligated to settle the fee through the Salesforce platform by providing the valid and updated payment card information to Salesforce. By providing such information, the User authorizes the Salesforce platform to charge fees for the Application to the provided card in accordance with these T&Cs. 

  4. The Provider is entitled to the fee for the Prepaid Period, regardless of whether the User has utilized the Application. 

  5. The User acknowledges and agrees to regularly recurring payments for the use of the Application for each subsequent Subscription Period.

  6. The day of Application access shall be considered as the day of the User’s fee payment. [The fee shall be deemed settled upon the complete crediting of the entire fee amount to the Provider’s account. The Provider shall promptly issue and send the User a tax document (invoice) for the use of the Application to the User’s email address provided during Registration, immediately following the fee payment. The Provider, prior to the expiration of the Prepaid Period, shall issue and send a fee payment request to the User’s email address provided during Registration for the next prepaid period.

  7. By consenting to these T&Cs, the User grants the Provider permission for all tax documents related to the use of the Application to be issued in the form of electronic invoices. An electronic invoice shall constitute a valid tax document for tax purposes. 

  8. In the event of a User’s delay in paying the fee, the Provider is authorized to deactivate the User’s account in the Application during the period of delay and restrict the User’s access to the Application. Before the account deactivation, the User shall be notified by the Provider via email to settle the outstanding amount. A delay by the User in paying the Fee for more than 10 days is deemed a material breach of these T&Cs. 

  9. Any amount specified in the Price List and these T&Cs is exclusive of VAT. 

Article VI. Warranties and Declarations, Use of the Application 

  1. The Provider makes the Application and its functionalities available “as is”. 

  2. The User acknowledges that they upload Content to the Application at their own risk and assumes responsibility for the uploaded Content. The User declares that they only upload Content for which they are authorized under applicable legal regulations. The User further declares that they are authorized to manage the Content, possess all necessary consents to deal with the Content in accordance with the scope and form required by relevant legal regulations, and that the processing of the Content does not infringe upon or violate their rights or legitimate interests, nor the rights or legitimate interests of third parties. The Provider shall in no way be liable for the content, accuracy, or completeness of the Content stored, collected, or generated by the User through the Application. In particular, the Provider is not responsible for the conformity of the Content with relevant legal regulations or the use of the Content by the User. 

  3. The Provider hereby declares its commitment to ensure an appropriate level of content security against deletion, loss, unauthorized alteration, or any other form of impairment, as well as protection against unauthorized access by third parties. 

  4. The User undertakes not to employ the Application in a manner that would infringe upon the rights of the Provider to the Application and/or tarnish its reputation and interests. The use of the Application for purposes other than those defined is strictly prohibited. The User declares that they will not utilize the Application for purposes that are in conflict with universally applicable legal regulations and these T&C. A breach of the obligation under this section shall be deemed a material breach of these T&C. 

  5. The User shall be obliged to store the Content, as well as all outputs of the Application, by their own means (i.e., other than through the Application) to prevent any damage on their part, such as loss or damage to Content within the Application, and the User shall bear responsibility for the loss of Content or for any other damages caused or incurred in connection with the use of the Application.

     
  6. The Provider hereby declares that they shall not exploit the content inserted by the User for their own benefit and shall not provide access to third parties, except in cases where such an obligation arises from generally applicable legal regulations or from a legally binding and enforceable decision of a public authority, or when it is necessary for the proper enforcement and protection of the Provider’s rights and legitimate interests arising from these T&C or in connection therewith. 

  7. In the event that any statement made by the User under these T&C is found to be untrue or becomes so, and in connection therewith, any claims are asserted against the Provider by third parties 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 the imposition of such sanctions or in connection therewith. The provision of false statements by the User under this article of the T&C shall be considered a material breach of these T&Cs. 

Article VII. Availability of the Application 

  1. As the Application operates on the Salesforce platform, the level of availability is subject to the T&C for the use of this Platform.

  2. In consideration of paragraph 1 of this article in the T&Cs, the Provider does not guarantee any level of availability. 

  3. In consideration of paragraph 1 of this article in the T&Cs, the Provider shall not be held liable for any consequences and repercussions arising from the unavailability of the Application caused by the operation of the Salesforce platform.

Article VIII. Functionality of the Application 

  1. The Provider declares that the Application and its functionalities will be provided in a quality that can be reasonably expected, considering their nature, purpose, the fee for, and the terms of use of the Application in accordance with these T&C, but limited to the extent specified in these T&C and other conditions necessary for the operation of the Application. 

  2. The Provider undertakes to perform maintenance of the Application to ensure its functionality. The User acknowledges that during the maintenance, the Application may temporarily become inoperative. The Provider shall notify the User of the specific time of planned maintenance of the Application with a minimum notice of 1 day in advance; the notification obligation applies only to cases of pre-planned maintenance of the Application. The User shall not be entitled to any compensation (including compensation for damages) for the period of planned or unplanned maintenance. 

  3. User can contact the Provier and ask for support  free of charge during regular business days, from 08:00 to 17:00 CET via the e-mail address support@proxiuss.com. Outside of these hours, the Helpdesk service is available individually, following User contact with the Provider via email, within the Provider’s specified timeframes. Contact details for the Helpdesk service are as follows: support@proxiuss.com The purpose of the Helpdesk service is not to provide training on the use of the Application. The Provider commits to maintaining the functionality of the Application by resolving Incidents according to the User’s needs and requirements through service interventions based on User notifications. 

  4. An Incident shall be deemed resolved:  
    a. Upon the complete elimination of the Incident, or
    b. Upon enabling the use of the Application’s functionalities in their original scope. 

  5. The User acknowledges that during the resolution of an Incident, it is possible that the Application may be temporarily non-operational. The User shall have no entitlement to any form of compensation (including compensation for damages) for the duration of Incident resolution. 

  6. In the event of errors or defects in the Application and its functionalities, the User hereby consents that their claims shall be restricted to the rectification of such errors or defects. The rectification shall be carried out in a timely manner and in a manner determined by the Provider, primarily through the issuance of updates to the relevant functionality or the provision of an updated version of the Application. Distinct provisions of legal regulations related to liability for defects shall not apply. By agreeing to these T&C, the User concurs that the maximum amount of damage that can be foreseen at the time of acceptance of these T&C as a possible consequence of the Provider’s breach of obligations, or that can be foreseen considering the facts known to the User at the time of acceptance of these T&C or that should be known to the User in the exercise of due care, is limited solely to actual damage and is equivalent to the amount of the relevant fee for the prepaid period during which the damage may occur. The User acknowledges that damage exceeding the damage specified in the preceding sentence shall not be compensated. 

Article IX. Provision of Services 

  1. In the event of the User’s interest in Provision of Services, the User shall contact the Provider directly.

  2. Upon request, the Provider shall provide the User with Provision of Services under conditions mutually agreed upon by the Parties, taking into consideration the scope requested by the User. 

  3. In the absence of a specific agreement between the Parties in a given case, the provision of Provision of Services shall entitle the Provider to a fee of 90 USD per hour, with billing occurring in units of every commenced 15 minutes.

Article X. Communication

  1. All information, notices, submissions, and requests, as well as any other form of communication between the Parties, shall be in written form.

Article XI. Duration of Agreement and Termination of Application Usage Authorization 

  1. The authorization for using the Application is granted for a fixed term, for the duration of the Prepaid Period. 

  2. The duration of each Prepaid Period shall be as specified in the respective User Application form on the Salesforce platform. Unless otherwise specified in the Application form, the subscription shall automatically renew for an additional period identical to the initial Prepaid Period, unless either Party provides written notice to the other Party (email being an acceptable form of notice) at least 5 days prior to the expiration of the respective Prepaid Period. 

  3. The User as well as the Provider are entitled to terminate the usage of the Application without stating a reason by concluding the Prepaid Period through the Salesforce platform. In the case of a monthly Prepaid Period, the termination becomes effective, and the entitlement to use the Application ceases upon the expiration of the last day of the monthly Prepaid Period; in the case of an annual Prepaid Period, the termination becomes effective, and the entitlement to use the Application ceases upon the expiration of the last day of the annual Prepaid Period. 

  4. The Provider is entitled to terminate the use of the Application by rescinding the Agreement with immediate effect, especially if: 
    a. The User commits any breach of obligation under these T&Cs, which, according to these T&Cs, is considered a material breach of the T&C. 
    b. The User notifies the Provider of their disagreement with the amendments to the T&C (Article XII, Section 5). 
    c. The User’s account remains inactive for a period of at least 12 consecutive months.
    d. Other legal reasons for terminating the use of the Application arise under the laws of the Slovak Republic. 

  5. The Provider’s withdrawal pursuant to point 4 shall become effective upon the delivery of notice to the User. In the event of termination of the use of the Application during the Prepaid Period, the User shall have no entitlement to a refund of any proportionate portion of the fees paid. 

  6. In the event of termination of the use of the Application, the User’s account shall remain accessible for 2 months from the effective termination of the Agreement (without the possibility of actively utilizing the functionalities of the Application). Upon the expiry of this period, the User’s account and all Content shall be irrevocably deleted. The User shall be responsible, at their own expense and liability, for securing all their data and information, including inputs made into the Application, as well as outputs generated by the Application based on such inputs. Upon the expiration of the specified period, all such data, information, and outputs shall be erased. 

Article XII. Final Provisions 

  1. The User is not entitled, without the prior written consent of the Provider, contractually, unilaterally, or otherwise, to assign or transfer any or all benefits, advantages, claims, or obligations arising from these Terms, as well as their rights or obligations arising from these T&Cs. 

  2. The relationship between the User and the Provider is governed by these T&Cs and the generally applicable legal regulations of the Slovak Republic, especially the Commercial Code.

  3. All disputes arising from the contractual relationship between the Provider and the User or in connection with the use of the Application shall be definitively adjudicated before the competent court in the Slovak Republic (exclusive jurisdiction). 

  4. The User is not entitled to transfer their rights under these T&Cs to a third party. 

  5. In the event that any provision of these T&Cs is deemed invalid, ineffective, or unenforceable, such a circumstance shall not affect the validity, effectiveness, or enforceability of the remaining provisions of these T&Cs, unless precluded by the nature of such a provision under generally applicable legal regulations.

  6. The Provider is entitled to unilaterally amend these T&Cs at any time. The Provider shall notify the User of such changes with sufficient advance notice, typically no less than 30 days prior to the effective date of the amended T&C, by publishing the amended T&Cs within the Application. If the User does not agree with the amended T&Cs, they are obligated to notify the Provider of this fact no later than 15 days from its publication; non-acceptance of the amended T&Cs shall have the consequences specified in Article XI, Section 4, Letter b of these T&Cs. The lapse of the deadline for sending objections to the amended T&Cs shall be deemed as the User’s acceptance of the amended T&Cs, which shall become effective on the date specified therein. 

  7. These T&Cs shall enter into validity and effect on 27.09.2023.