Terms of Use

1. General

CloudERP Systems Ltd., company no. 515577989 ("the Company") operates a platform for financial control and management named Procee.

These Terms of Use ("Terms" or "Agreement") govern the relationship between the Company and the User (as defined below) in connection with use of the Platform (as defined below).

These Terms do not derogate from any other agreement between the User and the Company. In the event of a conflict between these Terms and other specific documents, the other documents shall prevail, unless stated otherwise. Without prejudice to the foregoing, in case of conflict between these Terms and provisions published through other publication channels, these Terms shall prevail.

Use of the Platform constitutes agreement and acceptance of these Terms. A user who does not agree to these Terms (in whole or in part) may not use the Platform or any part of it.

The Company's Privacy Policy ("Privacy Policy") is available at /privacy/ and forms an integral part of these Terms.

2. Definitions

The following terms shall have the meanings set forth next to them, unless expressly stated otherwise:

"Platform" or "Site" — an internal record-keeping, invoicing and receipt-issuing system, lawfully registered with the Israel Tax Authority under approval no. 221101.

"User" or "Users" — any person who uses the Platform or the Company website in any way.

3. User Undertakings

The User undertakes to refrain from the following actions in relation to the Platform:

Browsing, scanning, or using the Platform via software designed to gather information or perform actions by simulating a regular browser, including bots, crawlers, and the like.

Manipulating the URL of internal pages in order to reach internal pages to which the User has no direct access (URL Hacking).

Uploading or transmitting content or performing actions that violate any law; transmitting or publishing content that infringes a copyright, trademark, or trade secret of another, or any intellectual property, defamation, indecency, or invasion of privacy.

Modifying the design of the site or app, source code, elements, or content appearing on the site or app.

Users declare that every business that is opened in their account on the site is owned by them or that they are employed by it, and that it is lawfully registered in Israel.

It is the User's responsibility to verify, before using the Platform, that the Platform is suitable for their needs; the User shall have no claim regarding the Platform not meeting their needs.

4. The Platform; The Services

The Company provides, through the Platform, services including: issuing and sending documents by email or PDF (printing is not required); issuing tax invoices/receipts at the click of a button from a transaction account; automated credit card clearing and self-pay flows; per-customer customization of standing notes on the invoice — in Hebrew and English; issuing invoices in English, Hebrew, and various currencies such as ILS, USD, EUR, and more.

Services are provided to users who conduct business activity and are lawfully registered in Israel.

Services are provided according to the usage package purchased by the User ("Usage Package"). Each Usage Package enables a different scope of services. For more information about Usage Packages, the scope of services included, and their pricing — see https://procee.com/pricing/.

The list in this section is for illustration only and does not exhaust the actions that can be performed with the Platform. For inquiries or questions about the services, contact the Company representative by email at [email protected].

5. User Account

The Company reserves the right, in its sole discretion, to determine that access to certain services will be available only to a User who has registered on the site and provided certain details to be determined by the Company ("User Account" or "Account").

The following provisions apply to the creation of a User Account:

All required details must be provided when opening an account.

It is prohibited to create a User Account containing data that is not the true and full details of the account opener.

It is prohibited to create an account for a person who is not present in front of the computer screen at the time of registration, or who does not approve these Terms. Impersonation is a criminal offense.

For a corporate User, the contact person who in fact opens the account on behalf of the corporate User ("Original Authorized Person") will be considered by the Company to be the User for all purposes.

A corporate User wishing to replace the Original Authorized Person with a new authorized person shall provide the Company a duly signed authorization form, together with attorney verification that the new authorized person is authorized by law to act on behalf of the corporation in matters of the Platform.

The User undertakes to safeguard the password used to access the User Account; not to share it with others or send it by email; that the password must contain 8-16 characters; and to notify the Company immediately of any suspected unauthorized use of the account.

6. Trial Period

Upon registration, the User is granted a free trial period of 30 days, beginning with the activation of the account and email verification by the Company ("Trial Period").

During the Trial Period the Platform is open for full use according to the basic Usage Package. The Trial Period ends after 30 days without any conditions, including bugs discovered in the Platform or unavailability of the Platform during the Trial Period. During the Trial Period, only services included in the basic plan, as updated from time to time, will be open for use.

Each User is entitled to one Trial Period only; for this purpose, a third party acting on behalf of the User shall be considered a User.

Without derogating from the foregoing, the Company reserves the right not to grant a Trial Period where it finds it appropriate, such as where it suspects the User has breached these Terms.

7. Payment for the Platform

The amount of payment for the Platform shall be made according to the Usage Package selected by the User and the subscription type. The Company may change from time to time the payment for the Usage Packages (all or some) and subscription types, and shall publish notice of any such change. Such changes will take effect from the effective date stated in the relevant publication.

Registration for the services can take place under a monthly subscription that will automatically renew each month until canceled by the User as described in section 8.2 ("Monthly Subscription").

A User may purchase clearing terminal services to be provided by the Company ("Clearing Terminal Services"). The fee for Clearing Terminal Services shall be determined according to the type of terminal the User chooses to purchase ("Clearing Terminal Fees"), together with a one-time setup fee ("Clearing Terminal Setup Fee").

8. Cancellation and Refunds

Cancellation of an annual subscription and a refund will be available only after sending an email to [email protected], and provided that the cancellation took place within 14 days of payment, less 5% or NIS 100 (whichever is lower), plus credit card cancellation costs, if any.

No refund will be granted for an unused portion of a month.

Clearing Terminal Services may be canceled at any time in accordance with section 8.2; however, no refund will be granted for Clearing Terminal Setup Fees. Upon receipt of a cancellation notice, the subscription will continue until the end of the month and will not renew in the following month; no refund will be granted for the unused portion of the month.

9. Remedies

The Company may, at any time and without prior notice, update inaccurate or incorrect information provided by the User, warn its customer base against actions by such User, restrict the User's access to the Platform, and refuse to provide the Platform to the User.

Without derogating from the foregoing, the Company reserves the right to: (i) stop or prevent the services (in whole or in part) for a User who has breached any provision of these Terms, at the Company's sole discretion and without any obligation to give prior notice; (ii) remove any content or undo any action performed by the User in breach of these Terms.

The Company may block access to the Platform from addresses or sites that have not been approved by the Company (in advance and in writing) for use of its products, or that may cause harm to the Company or its products, all at the Company's sole discretion and without prior notice.

10. Limitation of Liability

Use of the Platform is at the User's sole risk. The Platform, the Services, the Site, and the content on the Site are offered as-is, without warranty of any kind. The Company and its representatives shall not bear any liability, direct or indirect, monetary or otherwise, for any consequence of using the Platform, the Services, the Site, and content offered on the Site, including as a result of a transaction performed using the Platform or as a result of reliance on information published on the Site.

In any case, the Company's liability under these Terms shall be limited to the amount equal to the amounts paid by the User to the Company in the 3 months preceding the relevant claim, except in case of willful misconduct by the Company.

The Company shall not be liable in any case for content uploaded, transmitted, or published through the Platform. Liability for such actions shall lie with the User alone, and no claim shall be heard against the Company in this matter.

The Company does not commit that the Platform will operate 100% of the time; from time to time the Company will update and upgrade the Platform systems — which may cause a temporary interruption to the service; and the Company has no control over the availability of products or services provided by third parties.

11. Indemnification

The User undertakes to indemnify and compensate the Company for any loss, damage, or shortfall (including expenses and attorneys' fees) caused to the Company in connection with any demand or claim made against it as a result of the User's use of the Platform in breach of these Terms; all within 30 days of the Company's first written demand.

12. No Responsibility for Outbound Links

Some hyperlinks on the site lead to sites managed or owned by third parties. The link to such sites is provided for the convenience of the User only, and the Company has not reviewed these sites and is not responsible for them, their content or their security; browsing, using, or providing information to these sites is at the sole responsibility of the User.

13. Notice of Infringing Content

If you encounter content that infringes any law, please send notice detailing the infringing content and the nature of the infringement to [email protected].

14. Intellectual Property

All intellectual property rights, including copyrights, methods, trademarks, designs, patents, trade secrets in the site and the Platform, applications, computer code, graphics, text, databases, and any other matter related to the Platform and the Company website — are the sole property of the Company (or of a third party that has allowed the Company to use them).

The names "CloudERP", "clouderp", "Procee" and any trademarks or service marks are the Company's property. The User has no right to make any use of these trademarks or marks for any purpose not expressly stated in these Terms.

15. Changes to the Agreement; Termination

The Company may change or suspend these Terms at any time. If the Company changes the Terms, it shall notify Users; the updated Terms shall apply from the effective date stated in the relevant publication.

The Company may terminate this Agreement at any time for any reason with 30 days prior written notice to the User. The Company may terminate this Agreement immediately upon a breach of its provisions by notice to the User, and no claim shall be heard from the User in this matter.

16. No Employment Relationship

Use of the Platform does not create, and shall not create between any User and the Company, in connection with provision of services or use of the Platform, employer-employee relations, agency relations, or partnership for any purpose.

17. Assignment

The User may not assign or transfer its rights under this Agreement without prior written consent from the Company. The Company may assign its rights in the services to a third party at its sole discretion, provided the third party accepts the Company's obligations under this Agreement.

18. Technical Support

CloudERP provides technical support by email at [email protected]. Email inquiries will be answered within 24 hours at most. Support services are provided during 09:00-16:00 on regular business days.

19. Governing Law and Jurisdiction

Exclusive jurisdiction in all matters arising from or related to this Agreement shall be vested solely in the competent court located in Beer Sheva, Israel. The law that shall apply to this Agreement is Israeli law only.