Terms of Service

These Terms of Service ("Terms") apply to every agreement under which PPS — Practical Programming Systems, [to be completed: street address], registered with the Kamer van Koophandel (KvK) under number [to be completed: Chamber of Commerce (KvK) number] ("PPS", "we", "us"), provides the PPS ERP platform, its websites, APIs and related services (the "Service") to a customer ("Customer", "you").

These Terms are made available before the agreement is concluded and can be downloaded, saved and printed from this page.

• Account — the Customer's workspace in the Service, including its users.
• Authorised User — a person the Customer allows to use the Account.
• Customer Data — all data, including personal data, that the Customer or its Authorised Users enter into, upload to or import into the Service, or that the Service retrieves on the Customer's instruction from connected integrations.
• Integration — a connection between the Service and a third-party system the Customer uses, such as a marketplace, web shop, payment or email provider.
• Plan — the subscription plan and its features, limits and price as shown at sign-up or in the Account.
• DPA — our Data Processing Agreement.

The Service is intended exclusively for businesses, organisations and professionals acting in the course of their trade, business or profession. It is not offered to consumers. By accepting these Terms you confirm that you act for business purposes and that you are authorised to bind the organisation you register.

4.1 The agreement is concluded when you complete sign-up and accept these Terms, or when you sign an order form.

4.2 These components form the agreement and prevail in this order: (a) a signed order form, if any; (b) the DPA; (c) these Terms; (d) the Plan description; (e) our documentation. General terms and conditions of the Customer do not apply.

5.1 You provide complete and accurate information and keep it up to date.

5.2 You are responsible for the actions of your Authorised Users, for choosing their roles and permissions, and for keeping credentials confidential.

5.3 You inform us without undue delay at info@ppserp.com of any suspected unauthorised access to your Account.

6.1 A new Account may start with a free trial as shown at sign-up. At the end of the trial the Account continues on the chosen paid Plan, or becomes read-only if no paid Plan is started.

6.2 Fees are charged in advance per month or per year according to the Plan. All prices exclude VAT and other applicable taxes. For customers established in another EU member state with a valid VAT number, the reverse-charge mechanism applies.

6.3 Invoices are payable within 14 days unless stated otherwise. If payment is late, we may charge the statutory commercial interest and, after a reminder, restrict the Account to read-only mode until payment is received. You keep access to read and export your data during that period.

6.4 We may change prices for a subsequent subscription period by informing you at least 30 days in advance. If you do not agree, you may cancel before the change takes effect.

7.1 Subscriptions run for the chosen period and renew automatically for the same period unless cancelled.

7.2 You can cancel at any time in the Account. Cancellation takes effect at the end of the current subscription period; fees already paid are not refunded, except where the law requires otherwise.

You will not, and will not allow others to:

• use the Service in breach of any law or third-party rights, including data protection, tax, consumer and intellectual property law;
• upload malicious code, or attempt to gain unauthorised access to the Service, other accounts or our systems;
• probe, scan or load-test the Service without our written permission, or use it in a way that impairs its availability for others;
• copy, modify, reverse-engineer or create derivative works of the Service, except where the law expressly allows it;
• resell, sublicense or provide the Service to third parties other than your Authorised Users;
• use the Service to send unsolicited communications.

9.1 Integrations are activated by you, using your own accounts with the third-party platform. Your use of that platform is governed by your agreement with its provider, including its API and data-protection rules, which you are responsible for complying with.

9.2 Third-party platforms are not our sub-processors and we are not responsible for their availability, changes to their APIs, fees they charge, or decisions they take regarding your seller account. We make reasonable efforts to adapt Integrations to such changes.

9.3 Actions the Service performs in a connected platform on your instruction or according to rules you configure — such as publishing listings, changing prices or stock levels, or confirming shipments — are performed on your behalf. Review your configuration and the results.

10.1 You remain the owner of all Customer Data. You grant us a non-exclusive right to process Customer Data solely to provide, secure, support and improve the Service in accordance with the agreement.

10.2 For personal data in Customer Data, you are the controller and we are your processor. The DPA is part of the agreement and is accepted together with these Terms.

10.3 You are responsible for the lawfulness of Customer Data and for having a legal basis for the personal data you process with the Service, including the data of your employees, customers and marketplace buyers.

10.4 Our own processing of account, billing and website data is described in our Privacy Policy.

If you enable support access in your Account settings, our support staff may sign in to your Account for a limited time to help you. Each session is recorded with its reason in your audit trail. You can disable support access at any time.

12.1 We make commercially reasonable efforts to keep the Service available and to schedule planned maintenance at times of low usage, announcing significant maintenance in advance where possible.

12.2 We continuously develop the Service and may change features. We will not remove functionality that is essential to your Plan during your subscription period without offering an equivalent alternative or the right to cancel with a pro-rata refund.

The Service supports your business processes, including stock, invoicing, payroll and tax-related calculations, based on the data and settings you provide. You remain responsible for checking the results before relying on them for legal, tax or financial purposes, and for meeting your own bookkeeping and retention obligations.

14.1 You can export Customer Data at any time in a structured, commonly used and machine-readable format using the export functions of the Service.

14.2 In line with the EU Data Act you may switch to another provider or to your own infrastructure. You can give notice of switching of at most two months. After the notice period a transition period of 30 days applies — longer where technically necessary — during which we support the export of your data and continue to provide the Service. We do not charge switching or data-export fees.

14.3 After the agreement ends, the Account remains available read-only for 30 days so you can export your data. Afterwards we delete Customer Data as described in the DPA, except where we must keep data by law.

14.4 The Service is hosted in the European Union (EU/EEA). Information on our providers, their locations and the safeguards against unlawful access is published on our sub-processor page and security page.

All rights in the Service, its software, design and documentation belong to us or our licensors. During the subscription we grant you a non-exclusive, non-transferable right to use the Service for your internal business purposes. Suggestions you give us may be used freely to improve the Service.

Each party keeps the other party's confidential information confidential, uses it only to perform the agreement, and protects it with at least reasonable care. This does not apply to information that is public, was already known, is independently developed, or must be disclosed by law.

17.1 Our total liability arising out of or in connection with the agreement, in contract, tort or otherwise, is limited to the fees paid by you for the Service in the 12 months preceding the event giving rise to the liability.

17.2 We are not liable for indirect or consequential loss, including lost profit, lost revenue, lost savings, loss of goodwill, business interruption, fines imposed on you, or loss of data that you could have prevented by exporting it.

17.3 The limitations in this section do not apply to damage caused by our intent or deliberate recklessness, or where the law does not permit limitation.

17.4 A claim must be notified in writing within 12 months after you became aware, or should reasonably have become aware, of the damage.

You indemnify us against claims of third parties, including platform providers and authorities, arising from Customer Data, your use of Integrations, or your breach of these Terms or the law.

We may suspend the Service in whole or in part, where possible after notice, if (a) you seriously breach these Terms, (b) your use threatens the security or availability of the Service, or (c) we are legally required to. We limit suspension to what is necessary and restore access once the cause has been resolved.

20.1 Either party may terminate the agreement with immediate effect by written notice if the other party materially breaches it and does not remedy the breach within 30 days after a written notice, or becomes insolvent.

20.2 Provisions that by their nature continue to apply after termination — including confidentiality, liability, data export and deletion — remain in force.

Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, including failures of third-party platforms, telecommunication or hosting providers, cyber attacks despite appropriate measures, and government measures.

22.1 We may change these Terms. We inform you at least 30 days before a change takes effect, by email and in the Account.

22.2 For material changes we ask account administrators to accept the new version. If you do not agree, you may cancel the subscription with effect from the date the change takes effect. Changes required by law may take effect sooner.

Notices to us: info@ppserp.com. Notices to you: the email address of the Account administrator. Our single point of contact for authorities and users under the EU Digital Services Act is info@ppserp.com; we communicate in English and Dutch.

These Terms and the agreement are governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Disputes are submitted exclusively to the competent court in Amsterdam.

25.1 If a provision is invalid, the remaining provisions stay in force and the invalid provision is replaced by a valid one that comes closest to its purpose.

25.2 You may not transfer the agreement without our consent. We may transfer it to a successor of our business, informing you in advance.

25.3 These Terms are published in several languages. In case of any conflict the English version prevails.