Terms of Service

These terms of service apply to your use of the services provided through the website proposales.com and/or the desktop application.

The Service is provided by Proposales AB, a company incorporated under the laws of Sweden. Your use of the Service is conditioned on your acceptance of and compliance with these Terms, so please take time to read them carefully before using the Service.

By using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not use the Service. The Terms apply between you and us, to the extent we have not agreed otherwise in writing.

1. Definitions

1.1 The following words shall have the meaning as defined below:

“you” or “your” means the legal entity accepting and executing these Terms and, where applicable, the physical person acting on behalf of a legal entity when creating an account.

“account(s)” means any of the password protected accounts specified below, from which the Service can be accessed.

“master account” means the account attributable to you, the legal entity accepting and executing these Terms.

“sub-account” means separate account(s), connected to the master account, attributable to separate department(s) (such as workplaces, geographical departments, separate legal entities etc.) within your organization.

“user account” means the user’s personal account, generally connected to a sub-account but it could also be connected to the master account (in case you have not created any sub-accounts). In either case, it is directly or indirectly connected to the master account.

“user” means the physical person using the Service.

“user account” means the user’s personal, and password protected, account from where the user access the Service.

“user content” means all texts, graphics, videos, pictures, and all other information, including business proposals, provided or made available by you, or any user, through any of the accounts.

“Service” means the services provided through the website and desktop application.

“website” means, if not otherwise follows from the given circumstances, proposales.com.

“desktop application” means the desktop application available for downloading on the website.

“we”, “us” or “our” means Proposales AB, Swedish registration number 559150-6075.

“Terms” means these terms of service.

“Privacy Policy” means the terms regarding our processing and handling of personal data, which can be found on the website.

2. The service

2.1 The Service is an online, business to business, digital service that enables you to create, deliver and monitor business proposals and other quotes online. Business proposals may be static or interactive and accessible via a unique web link that can be opened by the receiver in any internet browser. You may share and grant access to your created business proposal by sharing the unique web link to a chosen recipient (such as a potential customer). By using the unique web link, your business proposal may be viewed and accepted by the receiver online. The purpose of the Service is to enable you a more sophisticated and delightful way to close business deals.

2.2 We reserve the right to modify, suspend, and/or discontinue the Service, or any parts thereof including, but not limited to functionality or features, at any time with or without notice. All new functionality, features or services introduced to the Service will be subject to what is stipulated in these Terms.

3. Registration, accounts and user accounts etc.

3.1. In order to access the Service, you will have to register a master account. Only legal entities can register a master account. In order to register a master account, you will have to provide us with your company name and your company’s email address. You, the physical person representing the legal entity, will also have to provide us with your name. You, the physical person registering the master account, will be regarded as a user of the Service.

3.2. You can only create one master account. Via your master account, you may however create sub-accounts. The number of sub-accounts you may create will depend on your current subscription plan. All sub-accounts will be connected to the master account. You may invite the number of users covered by your subscription plan (which may be upgraded at any time). Each user will have to create a personal user account which will be connected to the master account and where applicable, a sub-account. You are at all times responsible for each user’s use of the Service and each user’s compliance with these Terms.

3.3. By registering a master account, you warrant that you have the legal capacity to enter into these Terms and act on behalf of the legal entity that you claim to represent. It is the legal entity that will be bound by these Terms and all actions under the master account, i.e., including actions under connected sub-accounts and user accounts, will be interpreted as actions taken by the legal entity. If you do not have the legal capacity to act on behalf of the legal entity you, the physical person registering a master account, will be bound by these Terms.

3.4. Passwords to any account(s), should be treated as confidential and you are responsible to keep passwords confidential at all times by, for instance, never revealing it to anyone else.

3.5. You shall only provide us with current, true and complete information and you are responsible for keeping any provided information updated and complete.

4. Use of the service

4.1 You are entirely responsible for any and all of your use of the Service and you are liable for all actions and activities conducted under the master account and connected accounts.

4.2 When using the Service, you agree to:

• use the Service for lawful purposes only;
• not use the Service to post, transmit or otherwise distribute illegal material;
• not defame, abuse, harass, threaten or otherwise violate the legal rights of others or of any third party, including us;
• not in any manner publish, post or in any other way express any topic, material or information that is inappropriate, infringing on third party rights, obscene, pornographic, racist, politically slanted, indecent or unlawful;
• not contribute to destructive activities such as the spreading of viruses, spam or any other activity that might harm the Service, third parties or us in any way.

4.3 If we find or suspect that you violate these Terms, any applicable local or international laws, rules or regulations or any other provisions set up by us regarding the use of the Service, or risk of harming our trademark, goodwill or reputation, we reserve ourselves the right to suspend or terminate your account and/or any connected accounts. We may also hold you responsible for any damages, costs or expenses arising out of, or in connection with your violation of these Terms. Although your account is suspended or terminated, it will not affect your obligation to reimburse us for the remaining subscription term in accordance with the current subscription plan

5. Pricing and payment

5.1 You are responsible to pay for your use of the Service in accordance with your current subscription plan. A subscription plan will continue to be in effect during the applicable subscription term, which is twelve (12) months if not agreed otherwise. Your agreement with us and your subscription plan will automatically be renewed for consecutive subscription terms unless terminated in writing at least thirty (30) days prior to the end of the at the time active current subscription term. Renewals will be based on the at the time current subscription plan.

5.2 Upon renewal, we may increase our prices for the Service to our then current price list. If this increase applies to your subscription plan, we will notify you at least sixty (60) days in advance of your renewal term and the increased prices will apply from the start of the renewal term.

5.3 All prices communicated by us excludes all taxes and charges and you are responsible for any taxes and other charges such as currency exchange settlements. Payment shall be made in the currency that has been quoted for your subscription plan.

5.4 Depending on your current subscription plan, more or less of the Service's features will be provided to you, and the number of available sub-accounts and user accounts is limited to what is covered by your subscription plan. You may at any time choose to upgrade or downgrade your subscription plan in which case certain features will be added or limited. Any upgrades (including increasing the number of accounts), and thereby any higher pricing of the Service, will take effect immediately and any downgrades (including decreasing the number of accounts), and thereby lower pricing of the Service, will take effect from the start of the subsequent subscription term. If you wish to downgrade your subscription plan you may, besides losing access to certain features of the Service, lose access to some or all of your user content.

5.5 Notwithstanding clause 5.3, any downgrades in the number of sub-accounts will take effect from the start of the subsequent payment period in our subscription plan, provided that such downgrade is the result of a complete close-down of the department for which the sub-account is connected or in case the department has been subject to a takeover by an arm’s length third party. We are not obligated to accept such a downgrade until you have provided sufficient proof in writing of such close-down or takeover.

5.6 Some of our subscription plans allow you to continuously (i.e. during the active subscription term) change the number of available user accounts, up or down, within the limits of your subscription plan. If you have signed up for such a subscription plan, and you upgrade the number of available user accounts, such an upgrade will take effect immediately (if you upgrade the number of available user accounts during a payment period you will be charged in arrears on your next invoice/payment). Downgrades in the number of available user accounts will take effect from the subsequent payment period.

5.7 Payment shall be made through any of the methods of payment covered by your subscription plan. If you have authorized us to charge your billing account, you are responsible to keep your billing information current and updated at all times. If you chose to pay against invoice, we have the right to send invoices electronically to your registered email address.

5.8 Payment shall be made in advance for each individual payment period, according to your subscription plan. If no payment period has been agreed, a payment period shall always correspond to a calendar quarter. If we do not receive payment on the due date, we may suspend your account until payment has been received. If payment is not made within thirty (30) days we may terminate your account permanently.

5.9 Interest on overdue payment shall accrue according to the Swedish Interest Act (1975:365). We may use a third party to collect due amounts. You shall reimburse us for costs we incur to collect any due amounts, including legal fees and other costs.

5.10 If you elect to terminate your subscription term, you may subsequently choose to delete any account(s). However, your deletion of any account(s), including the master account will not affect your obligation to reimburse us for the remaining subscription term in accordance with the current subscription plan. Your deletion of your master account will always be regarded as your written termination of the current subscription term. If your subscription term has been terminated, we may terminate any account(s), including related user content, thirty (30) days following the end of the subscription term.

6. User content

6.1 You are at all times solely responsible for any user content created, uploaded or otherwise made available in the Service by any user and for your sharing of user content with third parties. We are not responsible to make any backup copies of user content and we do not take responsibility for the loss of any user content.

6.2 By uploading user content in the Service you warrant that you are either the owner of the uploaded user content or that you hold a valid license to such user content from the appropriate holder of such rights and that the user content or your use of the user content is in no way in violation of any national or international legislation.

6.3 We reserve ourselves the right to make smaller amendments to any uploaded user content, in order for the user content to fit in the Service. Such amendments shall, as far as possible, not affect the nature of the user content. By uploading user content in the Service, you grant us the right to make such amendments and you warrant that such amendments will not violate any right of the appropriate holder of such user content.

6.4 We reserve ourselves the right to block, restrict or delete any user content at any time without liability, if such user content constitutes or may constitute a violation of the Terms or any applicable national or international laws, rules or regulations or a risk of harming our’ trademark, goodwill or reputation.

7. Intellectual property

7.1 The Service, its features, functionality, and design elements are and will remain our exclusive property. Our intellectual property may not be used in connection with any product or service without our prior written consent. We retain all proprietary rights related to the Service, and to all material posted by us, trademarks, trade names, service marks and other intellectual property rights related thereto. You agree not to copy, modify, transmit, create or in any way reproduce copyrighted material, trademarks or other intellectual property rights without first obtaining our written consent.

8. Third party websites and services

8.1 We assume no responsibility for the content, advertising, goods or services, privacy policies or other practices of any third party websites or services that may be reached by links presented in the Service. You are responsible for evaluating whether to access or use a third party website or third party services or to be bound by any applicable terms found therein. Furthermore, you agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party website or service.

9. Personal data

9.1 Within the scope of providing you with the Service, we process personal data on your behalf in accordance with the Proposales Data Processing Agreement, which is attached hereto. By accepting these Terms, you and Proposales are bound by the terms of the Proposales Data Processing Agreement.

9.2 For information about our processing of personal data when we are the controller, please see our Privacy Policy.

10. Limitation of liability

10.1 We do not guarantee an uninterrupted, secure or error-free operation of the Service. The Service is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. We may not be held responsible for technical, hardware or software malfunctions, nor lost or unavailable network connections, downtime or disconnections from the account or user accounts.

10.2 We may not be held responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service, any account. We are not liable for any disclosure of confidential information shared by you through the Service, unless we have acted with gross negligence. As a reminder to you, created business proposals (which might include sensitive information) will be shared with the receiver via a (however unique and hard to recreate without making a copy) public URL-link.

10.3 We are not liable for any indirect, incidental or consequential damages, however caused and arising out of or in connection with your use of the Service. This includes, but is not limited to, the loss of profit, goodwill or business reputation, loss of data, or other intangible loss.

10.4 The Terms only regulate the use of the Service and the relationship between you and us. We are not part of the relationship between you and any third party, nor do we take any responsibility for the performance of any agreement entered into between you and third parties as a result of an accepted business proposal delivered through the Service.

11. Miscellaneous

11.1 We reserve the right to communicate that you are a customer of ours. For this purpose you grant us the royalty-free right to use your trademarks and logotypes and we undertake to use that right only in good faith and in a professional and business-like manner.

12. Disclaimer

12.1 The legal effect of an accepted business proposal delivered through the Service may vary depending on your legal residence and the jurisdiction governing the relationship between you and the recipient of the business proposal. Regardless, we cannot guarantee that any business proposals delivered through to the Service will create any legally enforceable agreement between you and the legal or physical entity receiving and/or accepting your business proposal. You are responsible to investigate the legal effect of created, delivered and accepted business proposals through the Service.

13. Changes of the terms

13.1 We may change these Terms at any time and for any reason. Any amendments will come into effect fourteen (14) days from the day they were published on the website and the day we sent you a notification that such amendments have been made, to your registered email address. Your continued use of the Service after such period will be regarded as your acceptance of such Terms. However, instead of accepting such amendment(s) you may elect to terminate your agreement with us, with thirty (30) days’ notice. Such termination shall be made in writing before the end of the fourteen-day period. During the notice period, the Terms shall continue to apply unaltered.

14. Governing law and dispute resolution

14.1 The Terms and your use of the Service shall be governed by Swedish law. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be settled by the public courts of Sweden, whereby the District Court of Stockholm shall be the first instance.

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