Terms of Service — DRAFT

⚠️ TEMPLATE / DRAFT — NOT LEGAL ADVICE. Must be reviewed and adapted by qualified legal counsel before use. Complete every [BRACKET].

Provider: [Zentrum24 — full legal entity, company no., registered address] ("Provider", "we", "us"). Service: ProveWise, a hosted document-management platform (the "Service"). Effective date: [date]. Version: 0.1 (draft).

By creating an account, subscribing, or using the Service, the entity you represent ("Customer", "you") agrees to these Terms.

1. The Service

1.1 We provide the Service on a subscription basis as described on our website and in your order/plan. Features may change; we will not materially reduce core functionality of a paid plan during a paid term without notice. 1.2 The Service is a software tool. It is designed to support your compliance with regulations such as 21 CFR Part 11 and EU GMP Annex 11, but it does not by itself make you compliant — compliance depends on your configuration, procedures, and use. We make no representation that use of the Service guarantees any regulatory or audit outcome.

2. Accounts, users and security

2.1 You are responsible for your tenant, your users, their credentials, and all activity under your account. Each active user occupies one purchased seat. 2.2 You must keep credentials confidential and notify us promptly of any suspected unauthorized access. 2.3 You must designate at least one administrator and keep its contact email accurate.

3. Subscriptions, fees and billing

3.1 Fees are per seat, billed monthly or annually as selected, in [USD], via our payment processor (Stripe). Annual plans are billed upfront. 3.2 Adding seats is prorated; changes take effect per the plan terms shown at checkout. 3.3 Unless stated otherwise, fees are non-refundable and exclusive of taxes, which you are responsible for. 3.4 Late or failed payment may result in suspension after notice. [Trial terms, if any, and what happens at trial end — COMPLETE.]

4. Customer data

4.1 "Customer Data" means documents, records, and other content you upload. As between the parties, you own and control Customer Data; we process it only to provide the Service and per the Privacy Policy and, where applicable, the DPA. 4.2 You are responsible for the legality of Customer Data and for having the rights to upload it. 4.3 Export & deletion. During your subscription you may export your tenant data at any time via the Service. On termination we will make Customer Data available for export for [30] days, after which we may delete it per our retention practices, subject to §4.4. 4.4 Regulated-record caveat. The Service enforces controls (e.g. an append-only audit trail) that may prevent deletion of certain records during retention periods; this is intentional and part of the compliance function.

5. Acceptable use

You will not: (a) break the law or infringe rights; (b) upload malware; (c) attempt to breach security, access other tenants' data, or circumvent limits; (d) resell the Service without authorization; (e) reverse engineer except as permitted by law.

6. Intellectual property

6.1 We and our licensors own the Service, software, and all related IP. You receive a limited, non-exclusive, non-transferable right to use the Service during your subscription. 6.2 You retain all rights in Customer Data. You grant us a limited license to host and process it solely to provide the Service.

7. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only to perform under these Terms.

8. Warranties and disclaimers

8.1 We will provide the Service with reasonable skill and care. 8.2 EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL CAUSE YOU TO PASS ANY INSPECTION OR AUDIT.

9. Limitation of liability

9.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/DATA, EVEN IF ADVISED OF THE POSSIBILITY. 9.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS IS CAPPED AT THE FEES YOU PAID IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. 9.3 [Carve-outs — e.g. for confidentiality, IP infringement, data-protection breaches — MUST be reviewed by counsel.]

10. Indemnification

[Mutual/one-way indemnities — COMPLETE with counsel.]

11. Term and termination

11.1 These Terms run for your subscription term and renew per your plan unless cancelled. 11.2 Either party may terminate for uncured material breach after [30] days' notice. 11.3 On termination your right to use the Service ends; §4.3 (export) and surviving clauses continue.

12. Changes

We may update these Terms; material changes take effect [30] days after notice. Continued use constitutes acceptance.

13. Governing law and disputes

[Governing law + venue/arbitration — jurisdiction-specific, COMPLETE with counsel.]

14. General

Entire agreement; no waiver by delay; severability; assignment [terms]; notices to the account admin email and to [Provider notice address].

Contact: [legal@ / support@ email].