Terms of Service

Prodensus Limited - Terms of Service

Last Updated: September 8, 2025

By using the Prodensus website, platform, tools, or services, you agree to these Terms. If you do not agree to these Terms, you may not use the Services.

Welcome to Prodensus! These Terms of Service ("Terms") govern your use of our platform and services (the "Services"). The Services are provided by Prodensus Limited, a company incorporated in Ireland.

If you are using the Services on behalf of an organisation, you agree to these Terms for that organisation. In that case, "you" and "your" refer to that organisation.

1. Our Services

Prodensus provides a platform that helps logistics providers manage their RFP and tender processes. Our Services include tools for data unification, collaboration, and analytics to help you make faster, smarter, and more profitable bid responses.

2. Your Account

To use our Services, you must register for an account and provide accurate, current, and complete information. You are responsible for keeping your account credentials secure and for all activity that occurs on your account, regardless of whether it was authorised by you. You should notify us immediately of any unauthorised use.

3. Your Content

3.1. Responsibility for Content. You are responsible for all data, information, files, and other content ("User Content") that you upload to the Services. You represent and warrant that you have the necessary rights and permissions to use and grant Prodensus a license to use your User Content as required to provide the Services. We will not be responsible for any loss, corruption, or unauthorised use of your User Content.

3.2. Prohibited Content and Your Liability. You are solely responsible for all User Content you submit to the Services. You agree not to upload any content that is illegal, defamatory, obscene, fraudulent, harmful, or that infringes on the intellectual property or other rights of any third party ("Prohibited Content"). You will indemnify Prodensus and hold us harmless from any and all liability, damages, losses, or costs (including legal fees) arising from your submission of Prohibited Content. Prodensus reserves the right to remove any such content and to suspend or terminate your account immediately without notice.

4. Your Privacy and Our Data

4.1. Privacy and Data. We are committed to protecting your privacy. We are the Data Processor, and you, our customer, are the Data Controller of all Personal Data you submit to the Services. We will process your data only as you instruct us to, and in accordance with our Data Processing Addendum (DPA). Both parties must comply with their respective obligations under the General Data Protection Regulation (GDPR) and any applicable Irish data protection legislation.

4.2. Data Storage. All user data is stored and processed within Microsoft datacentres located in the European Union and the United Kingdom. If Personal Data is transferred outside the EEA, we will ensure it is protected by an adequate level of security, for example, by using Standard Contractual Clauses (SCCs) approved by the European Commission.

4.3. Anonymised Data. You agree that Prodensus may use anonymised and aggregated data derived from your use of the Services to improve the platform, perform research, and provide industry benchmarking.

4.4. Use of AI Platforms. You acknowledge and agree that for the purpose of providing and improving the Services, Prodensus may use third-party large language models (LLMs) and/or generative AI platforms, such as those provided by Google (Gemini) or Microsoft (Azure), for the analysis and processing of data, including User Content. Prodensus shall ensure that such third parties are engaged under a data processing agreement with terms that are consistent with our obligations as a Data Processor under GDPR. Any data shared with these third parties will be done in a secure and confidential manner, and Prodensus remains responsible for ensuring that all processing is conducted in compliance with applicable data protection laws.

5. Rules of Use

You must not misuse the Services. You agree not to:

Use the Services for any illegal purpose or in a way that could damage, disable, or impair the Services.
Attempt to test the vulnerability of any system or network.
Transmit any content that is unlawful, harmful, or violates the rights of others.
Reverse engineer or attempt to extract the source code of the Services.

6. Fees and Payment

You agree to pay all fees for your use of the Services as outlined on our website or in a separate agreement. All fees are exclusive of applicable taxes, including Value Added Tax (VAT), which you are responsible for paying. You must provide a valid payment method and keep your billing information up to date.

7. Confidentiality

All information disclosed between us that is designated as confidential or should be reasonably understood to be confidential is considered "Confidential Information." Your data is your Confidential Information. Each of us agrees to use the other's Confidential Information only for the purposes of these Terms and to protect it from unauthorised use or disclosure.

8. Intellectual Property

8.1. Our Intellectual Property. All intellectual property rights in the Services, including our software, tools, and materials, belong to Prodensus Limited.

8.2. Your Intellectual Property. You own the intellectual property rights in your data and any content you submit to the Services. You grant us a limited, worldwide license to use your data to provide you with the Services.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PRODENSUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

10.1. General Limitation. To the fullest extent permitted by Irish and European law, Prodensus is not liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, or data, resulting from your use of the Services or inability to use the Services.

10.2. Business Decisions. You acknowledge that the Services are for informational purposes only. Prodensus shall not be liable for any negative business outcomes, loss of profits, or other damages resulting from business decisions you make based on the outputs, insights, or data provided by the Services. You are solely responsible for evaluating the accuracy of all data and insights.

11. Suspension and Termination

11.1. By Us. We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms or for other reasonable commercial reasons. Your right to use the Services will immediately end upon termination.

11.2. By You. You may terminate your account at any time by following the instructions on the platform.

12. Website Usage and Cookies

12.1. Cookies. We use cookies and similar tracking technologies to improve our website. By using our website, you consent to our use of cookies as described in our Cookie Policy.

12.2. Third-Party Services. Our Services may include links to or integrations with third-party websites or services that are not controlled by Prodensus. We are not responsible for the content, privacy policies, or practices of these third-party services.

13. Platform Availability and Maintenance

We do not guarantee that the Services will be available at all times without interruption. The Services may be unavailable for scheduled maintenance or due to issues beyond our control, such as outages from third-party service providers. We will use commercially reasonable efforts to provide advance notice of scheduled maintenance where possible.

14. Governing Law and Jurisdiction

These Terms are governed by and will be interpreted in accordance with the laws of Ireland. Any dispute arising from these Terms will be subject to the exclusive jurisdiction of the Irish courts.

15. General Provisions

These Terms constitute the entire agreement between you and Prodensus. If any provision is found to be unenforceable, it will be limited to the minimum extent necessary so that the rest of the Terms remain in full effect.

16. Contact Information

If you have any questions about these Terms, please contact us at:

Prodensus Limited
Email: info@prodensus.com
Address: 1 Terenure Place, Terenure, Dublin 6W, D6W FN23, Republic of Ireland

By using our Site, you acknowledge that you have read and understand these Terms and agree to be bound by them.

Prodensus Limited - Data Processing Addendum (DPA)

Last Updated: September 8, 2025

This Data Processing Addendum ("DPA") is an addendum to the Prodensus Terms of Service (the "Terms") and is entered into by and between Prodensus Limited ("Prodensus," "us," "we") and the customer ("Customer," "you," "your").

This DPA is intended to ensure compliance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and any applicable Irish data protection legislation.

1. Definitions

All terms used in this DPA that are defined in the GDPR shall have the same meaning as in the GDPR.

Controller: The natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

Processor: A natural or legal person, public authority, agency, or other body which processes personal data on behalf of the Controller.

Personal Data: Any information relating to an identified or identifiable natural person.

Data Subjects: The identified or identifiable natural persons to whom Personal Data relates.

2. Roles of the Parties

For the purpose of the Services, you are the Data Controller, and we are the Data Processor. This means you determine the purpose and means of processing Personal Data, and we process the data on your documented instructions.

3. Details of the Processing

3.1. Subject Matter: The processing of Personal Data is for the purpose of providing the Services as defined in the Terms.

3.2. Duration: The processing will occur for the duration of the Terms, until the cessation of the Services or until you request the deletion of your data, whichever is earlier.

3.3. Nature and Purpose: To provide a platform for logistics providers to manage their RFP and tender processes, including data unification, analysis, and workflow management.

3.4. Categories of Personal Data: Customer account data (e.g., names, email addresses) and other data submitted by you that may contain Personal Data, such as employee names or contact information within RFP documents.

3.5. Categories of Data Subjects: Individuals who are employees, contractors, or customers of the Customer.

4. Obligations of the Processor (Prodensus)

4.1. Processing Instructions. We will process Personal Data only on your documented instructions, unless required by law. If we are required by law to process Personal Data, we will inform you of the legal requirement before processing, unless that law prohibits such notification.

4.2. Confidentiality. We will ensure that all our personnel authorised to process Personal Data have committed themselves to confidentiality.

4.3. Security of Processing. We will implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in line with GDPR Article 32.

4.4. Sub-processing. You agree that we may use sub-processors to process Personal Data on your behalf. We will inform you of any new sub-processor we intend to engage. You may object to a new sub-processor, and we will work with you to find a solution. If no solution can be found, you may terminate the Terms without penalty. We will ensure that any sub-processor is bound by a contract that imposes data protection obligations equivalent to those in this DPA.

4.5. Data Subject Rights. Taking into account the nature of the processing, we will assist you, by appropriate technical and organisational measures, with the fulfilment of your obligation to respond to requests for exercising Data Subject rights.

4.6. Data Breaches. We will notify you without undue delay upon becoming aware of a Personal Data breach. We will provide you with sufficient information to allow you to meet your obligations to inform the relevant supervisory authority and Data Subjects.

4.7. Deletion or Return of Data. Upon termination of the Services, we will, at your instruction, either delete or return all Personal Data to you.

5. Obligations of the Controller (You)

You agree to:

Ensure that your processing of Personal Data is lawful and that you have obtained all necessary consents and have a legal basis for the processing.
Provide all necessary information and documentation to allow Prodensus to process Personal Data in compliance with this DPA and the GDPR.
Indemnify Prodensus against any claims or losses arising from your failure to comply with these obligations.

6. Governing Law

This DPA is governed by and shall be construed in accordance with the laws of Ireland. Any dispute arising from this DPA shall be subject to the exclusive jurisdiction of the Irish courts.

7. Incorporation

This DPA is incorporated into and forms part of the Terms. In the event of a conflict between the Terms and this DPA, the provisions of this DPA shall prevail.