Terms of Service

1.1 Contracting Parties. This Customer Terms of Service agreement ("Terms" or "Agreement") constitutes a legally binding contract between Nastrond Harridsleff (Org nr 936 340 369), operating the service Proquri ("Proquri", "we", "us", or "our"), and the entity or business customer accessing or using the Proquri platform and services ("Customer", "you", or "your").

1.2 Acceptance. By creating an account, uploading contracts, subscribing to a plan, or accessing the platform at proquri.com (the "Service"), you agree to be bound by these Terms. If you are accepting on behalf of an organization, you represent and warrant that you have the legal authority to bind that entity to this Agreement.

1.3 Business Use Only. Proquri is an enterprise Software-as-a-Service (SaaS) procurement, contract analysis, and price benchmarking tool strictly intended for business and commercial use.

2.1 Core Functionality. Proquri provides automated SaaS contract analysis, contract risk scoring against a proprietary Gold Standard rulebook (evaluating 50+ data points including auto-renewal windows, termination rights, SLAs, and liability caps), portfolio renewal radar tracking, and peer price benchmarking.

2.2 Free Access & Proquri Unlock.

• Free Tier (€0): Includes unlimited contract uploads, automated contract risk analysis, renewal alerts, SAM lifecycle tracking, and a peer-count teaser on every contract.
• Proquri Unlock (yearly subscription): Proquri Unlock is a yearly subscription offered in two plans: Proquri Unlock 1 (€250 per year, providing 1 contract slot per unit) and Proquri Unlock 10 (€1,500 per year, providing 10 contract slots per unit), each price exclusive of VAT. A subscription can be taken in a quantity of up to 10 units of one plan — for example, two (2) units of Proquri Unlock 10 provide twenty (20) slots, and three (3) units of Proquri Unlock 1 provide three (3) slots. The two plans are not combined in one subscription, and a Customer has one subscription at a time.
• What an unlocked contract includes: Placing a specific uploaded contract in a slot unlocks, for that contract only: exact peer pricing data where peer data exists; pricing-based negotiation opportunities and overpay alerts derived from that pricing data; the ability to start a negotiation on that contract; and the AI Deal Copilot for that contract.
• Slots, renewals and amendments: An unlocked contract keeps its slot for as long as the subscription is active, including any renewal or amendment of that same contract, at no additional charge. A slot is freed up when the contract has ended or been deleted. If a plan is reduced so that more contracts are unlocked than the plan has slots, the Customer may free up any slot to choose which contracts stay unlocked; until then, the most recently unlocked contracts are locked.
• Renewal and cancellation: The subscription renews automatically each year until cancelled. A cancellation takes effect at the end of the paid year, and access continues until then. Part years are not refunded, except where required by mandatory law.
• Plan changes: An upgrade (a larger plan or a higher quantity) applies immediately, with a prorated charge for the remainder of the paid year. A downgrade (a smaller plan or a lower quantity) applies at renewal.
• When a subscription ends: When the subscription ends, the premium features described above lock again. The Customer's contracts, Reports and data are not affected. Contracts that were unlocked are unlocked again automatically if the Customer subscribes again.

2.3 Modification of Fees. Proquri reserves the right to change Proquri Unlock prices. Subject to the early-bird price lock below, a price change applies from the next renewal and is announced at least thirty (30) days in advance.

Early-bird price lock. A Customer whose Proquri Unlock subscription starts before the first price increase takes effect keeps the price applicable when that subscription started for as long as the subscription remains active and renews without interruption. This also applies when the Customer adds units or switches between Proquri Unlock 1 and Proquri Unlock 10: the price of the new plan is its price at the time the subscription started. A subscription that is cancelled and not renewed, or that ends after failed payments, ends the price lock; a new subscription is charged at the then-current price. A payment that is recovered while Stripe retries it does not interrupt the subscription.

3.1 Customer Authority. You represent and warrant that you possess all necessary rights, permissions, and legal authority to upload software contracts, order forms, amendments, and pricing sheets to the Service.

3.2 PII Handling in Extraction and Benchmarking. Uploaded documents are parsed and analyzed — including by third-party AI providers identified in Section 8.3 — to extract contract terms for scoring against Proquri's rulebook. Customer's uploaded documents and the data extracted from them remain within Customer's own tenant-isolated account (see Section 3.4) and are not redacted for this internal analysis. Before any pricing or contract-term data is contributed to the anonymized peer benchmark pool described in Section 3.3, Proquri runs an automated Personally Identifiable Information (PII) detection and redaction pass over the specific data being pooled, including a dedicated check against Customer's own company name. This process is designed to prevent identifying information from entering the shared benchmark pool; it is not a guarantee that every instance of PII is detected, and Customer should not upload documents expecting redaction of PII within their own account or reports.

3.3 Anonymized Peer Price Data Pool.

• Customer acknowledges and agrees that Proquri extracts numeric pricing data and vendor terms from uploaded documents to contribute to an anonymized peer price data pool.
• Strict Anonymization: Only numeric pricing and vendor metric values are added to the pool. The original contract file, company names, specific identifiers, and unredacted text are never shared or exposed to other users or third parties.
• Removal of a Contribution: A Customer may request that a specific contract's contribution to the anonymized peer benchmark pool be removed within thirty (30) days of that contract's upload. Proquri will act on such a request at its own reasonable judgment and may contact the Customer directly if it is unable to identify the specific contribution from the information provided.

3.4 Tenant Isolation & Security. Proquri maintains database-level tenant isolation to ensure Customer's portfolio data and raw contracts remain strictly segregated from other accounts. Proquri subjects its systems to continuous security testing, including adversarial prompt-injection defense and fresh rulebook scoring computations.

4.1 Permitted Use. Customer may use the insights, reports, and benchmark figures solely for internal contract management, risk evaluation, and direct vendor negotiations.

4.2 Restrictions. Customer shall not:

• License, sublicense, resell, or commercially redistribute Proquri reports, benchmark datasets, or negotiation playbooks to third parties.
• Reverse engineer, decompile, scrape, or extract raw platform code or benchmark datasets.
• Upload malicious code, corrupted PDFs, or intentionally misleading data designed to distort the benchmark pool.
• Use automated bots or unauthorized tools to extract data from proquri.com.

5.1 Customer Data Ownership. Customer retains sole ownership of all original uploaded contracts, documents, and company-specific data submitted to the Service ("Customer Data").

5.2 Proquri Intellectual Property. Nastrond Harridsleff retains all right, title, and interest in and to the Proquri platform, the Gold Standard rulebook, report structures, proprietary benchmarks, UI designs, logos, and aggregated anonymized data pools.

5.3 Deliverable License. Customer receives a perpetual, non-exclusive license to use generated Proquri Insights reports internally for negotiation and procurement purposes.

6.1 Verbatim Extraction. Proquri extracts stated terms directly from uploaded files without inferring unstated provisions. Customer remains responsible for verifying that uploaded files represent complete, up-to-date agreements.

6.2 No Legal or Financial Advice. Proquri provides risk ratings, talking points, and price benchmarks for informational and negotiation support only. Proquri is not a law firm or financial consultancy; reports do not constitute formal legal counsel or guaranteed financial outcomes.

6.3 No Warranties. The Service is provided on an "as-is" and "as-available" basis. Proquri makes no guarantees regarding specific vendor concessions, savings targets, or vendor contract acceptances resulting from the use of Proquri insights.

7.1 Billing. Proquri Unlock is billed yearly in advance: in full when the subscription starts and again at each annual renewal, plus any prorated charge for an upgrade during the year. It renews automatically until cancelled (see Section 2.2). Payments are processed securely via third-party payment providers. If a payment fails, access continues while the payment provider retries the charge; if every retry fails, the subscription is cancelled and the premium features lock.

7.2 Refunds. Fees for a subscription year are non-refundable once that year has started, including when a subscription is cancelled part-way through the year (it then runs to the end of the paid year), except where required by mandatory consumer or commercial law provisions. A charge made in error may be refunded at Proquri's discretion upon request to hello@proquri.com.

8.1 Roles of the Parties. For the purposes of the EU General Data Protection Regulation (GDPR) and applicable data protection laws, Customer acts as the Data Controller and Proquri (Nastrond Harridsleff) acts as the Data Processor with respect to any personal data contained within uploaded contracts or account profiles ("Personal Data").

8.2 Scope and Purpose of Processing. Proquri shall process Personal Data solely to provide, maintain, and secure the Service, specifically:

• Ingesting and parsing uploaded software contracts to extract operational and financial terms.
• Performing automated Personally Identifiable Information (PII) redaction on data entering the anonymized benchmark pool.
• Displaying portfolio metrics, risk scores, and renewal tracking within Customer's isolated account.
• Managing Customer account access and billing.

8.3 Processor Obligations (Art. 28 GDPR). Proquri covenants and agrees to:

• Documented Instructions: Process Personal Data only on documented instructions from Customer (including these Terms and Customer's configuration actions on the Platform).
• Confidentiality: Ensure that personnel authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
• Security Measures: Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including tenant-level database isolation, PII redaction workflows for the benchmark pool, encryption in transit and at rest, and regular system vulnerability testing.

Sub-processors. Customer grants general authorization for Proquri to engage the following sub-processors to support the Service:

Proquri shall maintain an up-to-date version of this list (published at proquri.com/privacy), shall provide Customer reasonable prior notice of any new sub-processor via that published list, and shall ensure each sub-processor is bound by data protection obligations at least as restrictive as those in this Section 8. Customer may object to a new sub-processor on reasonable data-protection grounds by contacting hello@proquri.com.

• Assistance to Controller: Assist Customer, insofar as reasonably possible, in responding to data subjects exercising their rights under GDPR, and assist Customer in ensuring compliance with GDPR obligations regarding security, breach notifications, and data protection impact assessments.
• Personal Data Breach Notification: Notify Customer without undue delay upon becoming aware of a confirmed Personal Data breach affecting Customer Data.
• Data Deletion & Return: Upon account termination or Customer's request, delete or return all Personal Data stored in Customer's tenant account, except where retention is required by applicable law.

8.4 Anonymized Benchmark Exemption. Personal Data stripped or redacted during the benchmark-pool redaction pass described in Section 3.2 does not constitute Personal Data within the anonymized price benchmarking pool. Proquri's processing of aggregated, non-identifiable numerical data is exempt from processor deletion mandates under Section 8.3.

9.1 Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, Nastrond Harridsleff (operating as Proquri) shall not be liable for any indirect, incidental, consequential, special, or loss-of-profit damages arising out of or in connection with the use of the Service or reliance on pricing benchmarks.

9.2 Liability Cap. Proquri's maximum aggregate financial liability under this Agreement shall not exceed the fees paid by Customer to Proquri in the twelve (12) months before the event giving rise to the claim.

10.1 Customer Indemnification. Customer agrees to defend, indemnify, and hold harmless Nastrond Harridsleff against any third-party claims, costs, or damages resulting from Customer's unauthorized upload of contracts or breach of third-party confidentiality restrictions.

10.2 Proquri Indemnification. Proquri agrees to defend, indemnify, and hold harmless Customer against third-party claims alleging that Customer's authorized use of the Platform directly infringes a third party's intellectual property rights.

11.1 Term. This Agreement remains in effect while Customer holds an active Proquri account.

11.2 Termination by Customer. Customer may stop using the Service and delete their account at any time.

11.3 Suspension or Termination by Proquri. Proquri reserves the right to suspend or terminate account access immediately if Customer breaches Section 4 (Prohibited Conduct) or fails to pay for a Proquri Unlock subscription after the payment provider's retries are exhausted.

11.4 Data Handling on Termination. Upon account deletion or termination, Customer's raw contracts and tenant-isolated data will be purged from active systems in accordance with Proquri's data retention routines, while anonymized pricing data points previously added to the global pool remain retained.

12.1 Governing Law. This Agreement and any disputes arising from it shall be governed by and construed in accordance with the laws of Norway, without giving effect to conflict of law principles.

12.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the Oslo District Court (Oslo tingrett) for the resolution of any legal disputes arising under or related to these Terms.

All legal, support, and administrative notices regarding these Terms should be directed exclusively to:

Nastrond Harridsleff
Bergslia 19, 0870 Oslo, Norway
Org nr: 936 340 369
Email: hello@proquri.com