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 (€200 per year, providing 1 contract slot per unit) and Proquri Unlock 5 (€750 per year, providing 5 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 5 provide ten (10) 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. The AI Deal Copilot is included for normal use: up to 500 questions per unlocked contract in any 12-month period and up to 50 per contract per day. Proquri may raise these limits on request.
• 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. A price change applies from the next renewal and is announced at least thirty (30) days in advance.

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; Customer should not upload documents expecting redaction of PII within their own account or reports. Only structured, rounded or grouped values are contributed to the anonymized peer benchmark pool described in Section 3.3 — for example a price per unit, a seat-count band, the signing month, a notice period rounded to 15 days, yes/no terms, Customer's country and region, or the contract's annual value in euros rounded to two significant figures — never contract text, names or other free text, and never any reference that identifies Customer, its users or its contracts (each entry carries only the contributor code described in Section 3.3).

3.3 Anonymized Peer Price Data Pool.

• Customer acknowledges and agrees that Proquri extracts pricing data and contract terms from uploaded documents and contributes anonymized pricing and contract-term data (rounded or grouped values only — never contract text) to an anonymized peer data pool, which other customers see only as aggregates across several customers.
• Strict Anonymization: Only rounded or grouped values are added to the pool — for example a price, a seat-count band, the signing month, a notice period rounded to 15 days, whether a term is present, Customer's country and region, and the contract's annual value in euros rounded to two significant figures together with its size band. The original contract file, contract text, company names and specific identifiers are never added to the pool or shared with other users or third parties. Other customers never see another customer's amounts: the rounded annual value is used only to group contracts by size and for Proquri's own aggregate analysis. Each pool entry also carries a code computed from Customer's account with a secret key held only by Proquri, used only to count how many different customers contributed. It is never shown to anyone, and Proquri does not use it to identify which customer contributed an entry.
• 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.
• Proquri also records, in anonymised form and without any reference that identifies the Customer, whether recommended contract terms were raised and obtained when a contract is renewed or amended, and shows aggregated outcomes to other customers once at least three customers contribute. No prices, documents, notes or messages are shared this way.
• Negotiation results: When a negotiation is closed with a signed agreement, Proquri records, in the same anonymised form, the agreed change in the annual price as a whole percentage, which recommended terms were raised and achieved, the month it takes effect, the vendor and product, Customer's country and region, and the contract's annual value before the result in euros rounded to two significant figures together with its size band — never the exact amounts. A cancelled negotiation is never recorded as a saving. Other customers see these results only as aggregates — percentages, counts and size-band labels — once at least three customers contribute, and at least five for any narrower view (a product, a country, a region or a size band); never another customer's amounts or individual result.
• Renewal changes: When a renewal takes effect without a negotiation, Proquri records, in the same anonymised form, the change in the annual price as a whole percentage and what the contract's price-escalation clause allowed (its basis and rate), with the month, the vendor and product, Customer's country and region and the contract's rounded annual value — never the exact amounts.
• Use of aggregated data: Proquri uses aggregated, anonymised pool data to review and adjust its ratings, estimates and recommendations. Such changes are reviewed and decided by Proquri staff, not made automatically.

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.
• Reducing contract data to structured, rounded or grouped values before it enters 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.
• Staff Access: Proquri staff can see account information needed to run and support the Service: company and user names, email addresses, roles, sign-up and last-active dates, Customer's plan, counts of Customer's contracts, reports and negotiations, which vendors and products Customer has contracts with, and how many AI Deal Copilot questions have been asked per contract (a count only — never the questions or answers). Proquri's internal tools do not give staff access to Customer's contract documents or their contents, prices, comments, negotiation notes or AI Deal Copilot conversations. Staff also see portfolio-wide totals across all customers — the combined annual value of the contracts in the Service, the number of negotiations closed and the savings achieved — never any single customer's figures. Staff also see aggregated statistics from the anonymised pools in Proquri's internal Insights pages — counts, medians and ranges across several customers, never a single customer's result. When an account is created, staff are notified by email with the name, email address and company entered (plus the role for a user who joins through an invitation).
• Security Measures: Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including tenant-level database isolation, contributing only structured, rounded or grouped values to 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. The anonymized peer benchmark pool described in Sections 3.2 and 3.3 holds only structured, rounded or grouped values: it contains no Personal Data and no reference that identifies Customer, its users or its contracts — only the contributor code described in Section 3.3, used to count contributing customers. Proquri's processing of this aggregated, non-identifiable data is exempt from the 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