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.These Terms apply to the use of the Service and, together with any other written understanding between you and us, constitutes the agreement regarding your use of the Service. By either accessing, registering for, or using the Service, you agree to accept and at all times comply with these Terms, so please take time to read them carefully. The Terms apply in its entirety unless you and we have expressly agreed otherwise in a written agreement signed by authorized signatories of both parties.

1. Definitions

“Terms” refers to these terms of service, as updated from time to time.

“we”, “us” or “our” refers to Proposales AB, a company duly registered under the laws of Sweden, with company registration number 559150-6075.

“you” refers to the legal entity that is registered as the company purchasing the Service. Where applicable and depending on the context, “you” also refers to the individual user of the Service, including the physical person that registers for the Service on behalf of the legal entity.

“party” or “parties” refers to either you or us, or the both of us.

“user account” refers to the user’s personal account to access the Service.

“user” refers to the individual physical person using the Service, including any individuals that you have provided account credentials to access and use the Service through a user account.

“user content” refers to texts, graphics, videos, pictures etc., and all other information, provided or made available by the user in the Service.

“usage data” refers to information and data generated within the Service and derived from users’ use of the Service.

“Service” refers to the software service, including its features and functionalities, as it is at all times accessed via the website or the desktop application.

“the website” refers to proposales.com.

“the desktop application” refers to the desktop application available for downloading on the website.

“subscription period” refers to the at all times current duration of your subscription to use the Service, specified in your subscription plan.

“subscription plan” refers to your at all times current pricing model regarding your use of the Service.

2. The service

2.1 The Service is an online, business to business, software as a 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 created business proposals by sharing the unique web link to a chosen recipient. By using the unique web link, the business proposal may be viewed and accepted by the receiver online. The purpose of the Service is to enable a more sophisticated and delightful way to close business deals.

2.2 We reserve the right to, at any time with or without notice, change or modify the Service, or any part thereof including, but not limited to, any of its functionality and its features. We may also discontinue or suspend certain functionality or features of the Service. However, during your subscription period, we shall not materially degrade or eliminate any of the core functionalities or features of the Service included in your subscription plan, unless we are able to replace such functionality or feature with, in our reasonable determination, equivalent functionality or feature.

2.3 We may upgrade the Service and add new functionality and features at any time as we see fit. Any upgrades, new functionality, and new features are subject to these Terms.

3. Registration

3.1. To access the Service, you have to create a first user account. The first user account will have the function of an administrator. Only legal entities are allowed to create a first user account. The physical person that registers the first user account, warrants that it has the capacity to act on the registered legal entity’s behalf.

3.2. When creating the first user account, you have to provide us with certain information regarding the legal entity, including company name and billing information as well as any other identification and authentication information we may require from time to time. As a user, you will also have to provide us with your name and e-mail address.

3.3. A user account is created once we have confirmed the registration. Once the first user account is created, you may invite more users to create personal user accounts. The number of additional user accounts will depend on your subscription plan. A user account is always personal and may not be used by more than one individual. Users can be provided with different levels of permissions within the Service. Only admin users can invite other members of your team to create a user account.

3.4. When creating a user account, you agree to provide us with current, true, and complete information and you are responsible to keep any provided information accurately updated. You also agree to provide us with other additional information that we may demand from time to time, that we deem necessary for us to provide the Service and to identify the user properly. You will find that some information that you may provide in the Service is optional.

3.5. A user account needs to be password protected. It is always your responsibility to keep passwords protected from unauthorized use. If you suspect any unauthorized use of your user account, or any other user account connected to your organization, you shall contact us immediately.

3.6. We are not obligated to accept any registration of a user account and we reserve the right to deny access to the Service to anyone that wish to create a user account if we, in our sole discretion, deem that such person or entity may cause a risk to the Service or our business, or is unlikely to abide by these Terms. For example, if such person or entity has previously violated these Terms, or if we have previously terminated such person’s or entity’s user account(s) due to breach of these Terms.

4. License to and use of the Service

4.1 Subject to your payment of applicable fees and charges, we will make the Service available to you during your subscription period and you are thereby granted a non-exclusive, personal, non-transferable, non-sublicensable and revocable right to use the Service for your internal business purposes, including a right to, within the limits of your subscription plan, invite other users to access the Service through individual user accounts.

4.2 You, the legal entity, are at all times responsible for the use of the Service by all users within your organization and each such user’s compliance with these Terms. If you are a user yourself, you are personally responsible to comply with these Terms. Any action (unauthorized or otherwise) undertaken under a user account, is regarded as actions undertaken by the registered user.

4.3 You agree to:

1. not use the Service in any way that could be considered unlawful, misleading, fraudulent, immoral, or similar.
2. not use the Service to post, transmit or otherwise distribute or market illegal material or 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, offensive, pornographic, racist, politically slanted, indecent, or unlawful.
3. not use the Service to defame, abuse, harass, threaten, or otherwise violate the rights or privacy of others.
4. not contribute to destructive activities such as the spreading of viruses, spam, or any other similar activity.
5. not translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Service.
6. not access the Service in order to develop a competitive product, or to copy any ideas, features, functions, or graphics of the Service.
7. not take any action that imposes or may impose an unreasonable large load on our, or our service providers infrastructure.
8. respect our right, title, and interest in and to any of our intellectual property rights, including our trademarks, trade names and service marks.
9. not interfere or attempt to interfere with the proper working of the Service.
10. follow our instructions and policies regarding the use of the Service, as updated from time to time.

4.4 If we find or suspect that you violate these Terms, any applicable local or international laws, rules, or regulations, or if your use of the Service risk harming our business, trademark, goodwill or reputation, or the business, trademark, goodwill, or reputation of others, including our customers, partners, employees, and representatives, we may suspend or terminate your user account and any other user account linked to your organization immediately.

4.5 You agree to hold us harmless for any damages, costs or expenses arising out of, or in connection with your violation of these Terms, including any claims brought against us by third parties. Although your user account, or any user account linked to your organization, is suspended, or terminated, it will not affect your obligation to reimburse us for the remainder of the subscription period.

5. Pricing and payment

5.1 Depending on your subscription plan, you will have access to a variety of functionality and features within the Service. Any upgrade of your subscription plan will unlock access to additional features covered by the new subscription plan and in case you downgrade your subscription plan, certain features may be lost. In case you downgrade your subscription plan you may also lose access to some all or of your user content, depending on what features you lose access to and which user accounts within your organization that will be terminated.

5.2 If you choose to upgrade your subscription plan, such upgrade and thereby any new higher pricing, will take effect immediately. If you choose to downgrade your subscription plan, such downgrade and thereby the new lower pricing, will take effect from the start of the next subscription period.

5.3 A subscription period is always at least twelve (12) months. Your subscription plan will be automatically renewed for consecutive subscription periods, unless terminated at least ninety (90) days prior to end of the current subscription period. Termination may be made by written notification to us. Remember that even if you have requested to delete your user account(s) or otherwise terminated the agreement with us, your user account(s) will remain active until the end of the subscription period, and you are responsible to pay the applicable subscription fee for the remainder of the subscription period. If your subscription has been terminated, we may delete your user account, and any other user account linked to your organization, including related user content, within thirty (30) days following the end of the subscription period.

5.4 Some of our subscription plans allow you to continuously 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 activate another user account, the new pricing for such activated user account(s) will take effect immediately. If you deactivate a user account, such deactivation and hence the lower pricing, will take effect from the subsequent payment period. If you activate user accounts during a payment period, you will be charged in arrears on your next invoice or payment.

5.5 Payment of the applicable subscription fee shall be made in advance for each payment period, immediately before the start of the payment period. If no other payment period has been agreed or is available in your subscription plan, the payment period always corresponds to twelve (12) calendar months. Payment shall be made through any of the available payment methods. 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. Payment shall be made in the currency quoted for in your subscription plan.

5.6 Payment shall be made on the due date. Interest on any overdue payment will accrue according to the Swedish Interest Act (1975:635). Interest shall accrue daily from the due date until we have received the full payment. We may use a third party to collect any due amounts, and we have the right to claim reimbursement for collection fees, including legal fees and other costs. We also have the right to assign the right to payment to a third party.

5.7 If payment is not received on the due date, we may suspend your user account(s) (meaning all user accounts linked to your organization) until full payment, including accrued interest on overdue payment, has been received by us. If payment is not made within thirty (30) days, we may terminate your user account(s) (meaning all user accounts linked to your organization) permanently. Such termination does not relieve you from paying any subscription fees for the remainder of the subscription period.

5.8 Subscription fees are non-refundable, and you are not entitled to withhold, reduce or offset any amount against subscription fees for any reason, including alleged defects in the Service.

5.9 All subscription fees are exclusive of taxes, levies, charges, and duties, including currency exchange settlements. You are responsible for the payment of all such taxes (including VAT), levies, charges and similar related to your use of the Service. For many of our customers, the principle of reverse charge applies in regard to VAT. However, this presupposes that you have provided us with correct billing information, such as a valid VAT number. If such information is missing or incomplete, we reserve the right to add up to 25 percent VAT on the subscription fee.

5.10 Upon renewal of your subscription plan, we may increase the subscription fee to our then current price list, even in cases where you have not upgraded your subscription plan. If this increase applies to your subscription plan, we will notify you at least sixty (60) days in advance of your renewal and the increased prices will apply from the start of the new subscription period. An increase may be the result of us modifying the Service or subscription plan by enhancing certain functionality or adding certain features, not previously available.

5.11 Indexation

We reserve the right to annually index the at the time applicable subscription fee by up to five (5) percent, without any prior notification. Any indexation will, in our sole discretion, take effect from February, however no earlier than from your upcoming payment period. The right to index the subscription fee enables us to manage rising general expenditures, while fostering market stability and promoting innovation.

5.12 The subscription fee does not include any charges or fees for third-party services that may be used in connection with the Service, through API-connection or otherwise.

5.12 If you wish to dispute an invoice or charge of your billing account, this shall be done in writing to us or, if we have transferred the right to demand payment to a third-party, the third-party in question, promptly after the you received the invoice or the time your billing account was charged. If no such dispute has been provided within ten (10) days after we sent you the invoice to your registered e-mail, or ten (10) days after the date your billing account was charged, you will lose your right to dispute the invoiced or charged amount.

6. User content

6.1 You are solely responsible for any user content created, uploaded, or otherwise made available in the Service and for the sharing of such user content with third parties through your use of the Service. We are not responsible for making backup copies of any 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 your use of such user content is in no way in violation of any third-party rights or any applicable national or international laws, rules, or regulations. You also grant us a worldwide, non-exclusive, royalty-free, irrevocable, license to use, edit, modify, reproduce, distribute, prepare derivative works of, and display the user content for purposes of providing the Service to you and you warrant that you have the right to authorize our said use of the user content.

6.3 We reserve the right to block, restrict or delete any user content at any time without liability, if such user content in our sole discretion, constitutes or may constitute, a violation of the Terms, a violation of or infringement of any third-party rights or any violation of applicable national or international laws, rules or regulations or a risk of harming our or any third party’s trademark, goodwill, or reputation.

7. Intellectual property rights

7.1 We, or our licensors, retain all right, title, and interest in and to any intellectual property rights in and to the Service and related processes thereto, including without limitation all software, underlying source code, integrations, features, functionality, technology, graphics, design elements, technical and functional documentation, improvements, and derivative works. Except for the rights expressly granted in these Terms, no intellectual property rights to or related to the Service are transferred as a result of your use of the Service, payment of the subscription fee, or acceptance of these Terms.

7.2 We retain all intellectual property rights to usage data, and we have the sole right to control, exploit and to use the usage data, for our own eligible business interests, during and after the end of your subscription period. Usage data will be used for, i.e., provide support, including carrying out diagnostic and corrective measures, and to improve and develop the Service. Usage data will also be used to create aggregated data for analysis purposes. Anonymized and aggregated usage data may also be shared on our website, on our social media channels and otherwise with third parties for, i.e., promoting, demonstrating, and showcasing the Service. We will never share any usage data to the extent it can be linked to a specific user or company and usage data will only be shared on an aggregate level. We will never share usage data with third parties to the extent it, in our reasonable discretion, could be deemed confidential or sensitive to individual users.

7.3 We do not claim exclusivity or ownership to information or data provided to us either by you or from a third party, such as business information or data shared with us through API-connections available in the Service. However, by sharing such information or data with us, or by making it available to us by accessing API-connections, you grant us the non-exclusive right to use such information or data for the purpose of providing the Service and you acknowledge our right to use such information to create usage data.

7.4 We may communicate that you, the legal entity, are a customer of ours and a user of the Service. For this purpose, you grant us the worldwide, non-exclusive, royalty-free right to use your trademarks, logotypes and service marks and we undertake to use that right in good faith and in a professional and business-like manner.

8. Third party websites and services

8.1 The Service may contain links to or offer access, through API-connections or otherwise, to websites and services provided by third parties. We assume no responsibility for the content, information, data, advertising, goods or services, privacy policies or other practices of any third-party website or service, whether accessed through the Service or otherwise.

8.2 You are solely responsible for evaluating whether to access or use a third-party website or service and you are solely responsible to abide by terms for the use of such website or service, including payment for any fees or charges applicable to your use of such website or service. 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 the use of or reliance on any content, goods, or services available on or through any such third-party website or service. Even though we offer and encourage you to use available API-connections in order to enhance your user experience, we do not warrant and are not responsible for the functionality or features of any services that are accessed through available API-connections in the Service.

9. Disclaimer

9.1 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. In many cases, an accepted business proposal will create the foundation for a binding agreement, however 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 accepting your business proposal. You are solely responsible to investigate the legal effect of created, delivered, and accepted business proposals through the Service.

9.2 The Terms only regulate the use of the Service and the relationship between you and us regarding your use of the Service. 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 or otherwise. We only provide the Service as a medium for you to provide business proposals and do not act as an agent or other intermediary for our users.

9.3 Although we do our best to ensure that the use of the Service will be uninterrupted (except during maintenance and similar) and error free, and we do not guarantee an uninterrupted, secure, or error-free operation of the Service. The Service is provided on “as is” and “as available” basis, 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 will do our best to prevent any disturbances in your use of the Service, but we may not be held responsible for technical, hardware or software malfunctions, nor lost or unavailable network connections, downtime, or disconnections from the Service.

9.4 We may limit access to the Service temporarily during such time we perform maintenance or launch updates. We do our best to limit such downtime so as to not materially interfere with your use of the Service. We will do our best to notify you beforehand of any expected downtime and try to perform maintenance during such time that is expected to cause the least amount of disturbance for the majority of all users of the Service. If we experience any risk of external attacks, or other circumstances that may have a severe negative impact on the Service we may need to limit access to, or temporarily shut down the Service, immediately and without prior notice.

9.5 Although we do our best to uphold high security standards in the Service, we are not liable for any damage, loss, or injury resulting from unauthorized access or use of the Service, nor are we liable for any disclosure of personally identifiable or confidential information shared by you to third parties through the Service. As a reminder, 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. Limitation of liability

10.1 Nothing in these Terms shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or any other liability that may not be limited by law.

10.2 In no event shall we, our employees, representatives, partners, licensors, suppliers or service providers be liable to you or any third party for; (i) viruses, trojan horses, hacking, or tampering with the Service; or (ii) any special, 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, loss of profit, goodwill or business reputation, loss of data, liability towards third-parties, or other similar damages or loss.

10.3 Our maximum aggregate liability to you is limited to an amount paid by you to us for your use of the Service during the six (6) months immediately preceding the claim. You are responsible to, in order to keep your right to compensation, in written form make claims for damages to us within three (3) months from the time you became aware of or, after reasonable investigation, should have become aware of the damage caused by us or your use of the Service.

11. Support and communication

11.1 If you experience anything that could be regarded as deficiencies in the Service you may send, and we appreciate if you do, a support request to us, either via e-mail or via the Service. We appreciate any feedback you may have regarding the Service.

11.2 We will do our best to act upon the support request in a timely and suitable manner but cannot guarantee that it will be acted upon within a specific period of time. Correction of deficiencies in the Service is made at our sole discretion.

11.3 Communication from us related to your use of the Service, including information regarding these Terms and your subscription, is provided via e-mail or via the Service. You accept that we may contact you using the e-mail address provided in your user account.

12. Personal data

12.1 We may, in order to provide the Service, process personal data about the user. In such cases we act as the controller of the personal data. How we process personal data is described in our privacy policy available on our website.

12.2 Within the scope of providing the Service, we may also process personal data on your behalf. In such cases you are the controller, and we act as the data processor. In cases where we act as your data processor, we process the personal data in accordance with the Proposales Data Processing Agreement (the “DPA”), which can be accessed here. By using the Service, you, the legal entity, and we are bound by the terms of the DPA.

13. Miscellaneous

13.1 Except for payment obligations, neither we or you will be liable of any failure or delay in the performance of our respective obligations due to events beyond reasonable control, which may include external attacks or threats to the Service, failure by a third-party hosting provider, shortages, riots, fires, war, strikes, terrorism, and similar events (force majeure).

13.2 If any provision of these Terms is declared to be unlawful, void or for any reason unenforceable, such declaration shall not affect the validity and enforceability of any of the remaining provisions.

13.3 The failure of either you or us to exercise or enforce any right in, or provision of, these Terms shall not constitute a waiver of such right or provision or any preceding or subsequent right, nor shall it constitute a waiver of a right to enforce any subsequent breach of these Terms.

13.4 You may not assign your rights and obligations under these Terms without our prior written approval. We may assign some or all our rights and obligations under these Terms to an entity as part of a corporate reorganization, or upon a change of control, consolidation, merger, sale of all or substantially all of our business or assets, or a similar transaction or series of transactions.

13.5 Termination of your account and hence the agreement with us, will not affect any rights, remedies, obligations, or liabilities arising out of these Terms that have accrued up to the date of termination.

14. Changes to the Terms

14.1 We may update these Terms in whole or in part at any time and for any reason. Such updates will come into effect fourteen (14) days from the date (i) the updated Terms were published on the website and (ii) we sent you a notification to your registered e-mail address.

15. Governing law and dispute resolution

15.1 These Terms, your agreement with us and your use of the Service shall be governed by Swedish law, without regard to its principles on conflict of laws.

15.2 Any dispute, controversy or claim arising out of or in connection with this agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, considering the complexity of the case, the amount in dispute or other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

15.3 The parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other party. This notwithstanding, a party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other party in connection with the dispute, or if the party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, applicable stock exchange regulations or the regulations of any other recognised marketplace.

15.4 In case the agreement between the parties or any part of it is assigned or transferred to a third party, such third party shall automatically be bound by the provisions of this arbitration clause.

15.5 Notwithstanding anything else in this Section 15, nothing shall limit our right to take proceedings in any other court of competent jurisdiction, including the public courts of Sweden, to claim the right to payment of unpaid subscription fees and other charges under these Terms.