Terms of Service

1. DEFINITIONS

“Account” means the Customer account used to access the Service.

“Authorised User” means an employee, contractor or collaborator of the Customer authorised to use the Service under the Customer's Account.

“Customer Data” means all data, content, files, information and materials uploaded to, stored in, generated by or processed through the Service by or on behalf of the Customer, including Patient Data.

“Documentation” means the user guides, help center articles, and product documentation made available by Praxxos.

“DPA” means the Data Processing Agreement entered into between Praxxos and the Customer in accordance with Article 28 GDPR, incorporated into these Terms by reference.

“Effective Date” means the date the Customer first accepts these Terms or signs an Order Form, whichever is earlier.

“Fees” means the subscription fees and other amounts payable by the Customer for the Service.

“GDPR” means Regulation (EU) 2016/679.

“Order Form” means any ordering document, online order page, sign-up flow or written confirmation referencing these Terms.

“Patient” means a natural person whose data is processed by the Customer using the Service.

“Patient Data” means personal data of Patients, including health-related personal data (special categories of data within the meaning of Article 9 GDPR), processed by Praxxos on behalf of the Customer.

“Subscription Term” means the duration of the Customer's subscription as set out in the Order Form (by default, one month, renewable).

2. THE SERVICE

2.1 Scope

Praxxos provides a cloud-based practice management platform aimed at chiropractors and allied healthcare practitioners, including but not limited to: online booking, patient records, appointment scheduling, automated reminders (email, SMS, WhatsApp), basic billing and payments, patient communications, and analytics dashboards.

2.2 Right to use

Subject to the Customer's compliance with these Terms and payment of the Fees, Praxxos grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term for the Customer's internal business purposes only.

2.3 Evolutions

Praxxos may update, improve or modify the Service at any time. Material adverse changes will be notified to the Customer with reasonable notice. Beta, pilot or pre-release features are offered “as is” and may be modified or discontinued at any time.

2.4 Authorised Users

The Customer is responsible for all actions taken under its Account. The Customer must ensure that its Authorised Users comply with these Terms and must keep credentials confidential. The Customer must promptly notify Praxxos of any unauthorised access or use.

3. CUSTOMER OBLIGATIONS

The Customer shall:

• Use the Service in compliance with all applicable laws, including healthcare, professional conduct, consumer protection, marketing and data protection laws (in particular GDPR, LOPDGDD, LSSI-CE and applicable e-Privacy rules).
• Ensure that it has a valid legal basis under GDPR for processing Patient Data and that it has provided Patients with all required information.
• Obtain and maintain all required consents, in particular for sending electronic marketing or non-essential communications to Patients.
• Provide accurate Account information and keep it up to date.
• Use the Service only for legitimate professional purposes and not for any unlawful, harmful, defamatory, fraudulent or misleading content.
• Not attempt to circumvent the security or rate limits of the Service, not reverse-engineer the Service (except to the extent permitted by law), and not use the Service to build a competing product.
• Not upload viruses, malware or any code intended to harm the Service or its users.
• Configure communication channels (WhatsApp Business, email senders, etc.) in accordance with the rules of the underlying providers.

4. FEES, BILLING AND TAXES

4.1 Subscription

The Service is offered on a monthly subscription basis with no minimum commitment. The applicable Fees are those communicated on the Praxxos website, in the Customer's Account or in the Order Form.

4.2 Billing

Fees are billed monthly in advance and charged automatically to the payment method on file. The Subscription Term renews automatically each month for successive one-month periods unless cancelled in accordance with Section 8.

4.3 Taxes

All Fees are stated exclusive of VAT (IVA) and other applicable taxes, which will be added where required. The Customer must provide a valid VAT number where applicable.

4.4 Late payment

If a payment fails, Praxxos may suspend access to the Service after reasonable notice. Overdue amounts bear interest at the legal rate under Spanish Law 3/2004 on combating late payment in commercial transactions, plus recovery costs as permitted by law.

4.5 No refunds

Save where required by mandatory law, Fees already paid are non-refundable, including for partial months following cancellation.

4.6 Price changes

Praxxos may change Fees with at least thirty (30) days' prior notice. If the Customer does not accept the new Fees, the Customer may cancel the subscription before the new Fees take effect.

5. INTELLECTUAL PROPERTY

5.1 Praxxos IP

Praxxos and its licensors own all rights, title and interest in and to the Service, including all software, code, designs, trademarks, logos, documentation and any improvements thereto. No rights are granted except those expressly set out in these Terms.

5.2 Customer Data

As between the parties, the Customer retains all rights in Customer Data. The Customer grants Praxxos a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Data solely to provide the Service and as further described in the DPA.

5.3 Feedback

If the Customer provides suggestions, ideas or feedback regarding the Service, the Customer grants Praxxos a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose without obligation.

5.4 Aggregated data

Praxxos may generate aggregated, anonymised and de-identified data from use of the Service for the purpose of improving the Service, security, analytics and benchmarking. Such data does not constitute personal data and may be retained and used by Praxxos without restriction, provided that no individual or Customer can be re-identified.

6. CONFIDENTIALITY

Each party (the “Recipient”) shall protect the other party's confidential information (“Confidential Information”) with at least the same degree of care it uses for its own confidential information and never less than reasonable care, and shall not use it except to perform under these Terms or disclose it except to its employees, contractors and advisors bound by similar obligations. Confidential Information excludes information that is or becomes public other than through breach, was rightfully known prior to disclosure, is independently developed, or is rightfully received from a third party without restriction. Disclosure required by law is permitted with prompt notice to the disclosing party where lawful.

7. DATA PROTECTION

To the extent Praxxos processes personal data on behalf of the Customer (in particular Patient Data) in the course of providing the Service, Praxxos acts as data processor and the Customer acts as data controller. The processing is governed by the DPA, which is incorporated into these Terms and forms an integral part of them. In the event of conflict between these Terms and the DPA in relation to the processing of personal data, the DPA prevails.

Each party shall comply with its respective obligations under GDPR, LOPDGDD and other applicable data protection laws.

8. TERM, SUSPENSION AND TERMINATION

8.1 Term

These Terms enter into force on the Effective Date and remain in force for the duration of the Subscription Term, which renews automatically each month unless cancelled.

8.2 Cancellation by the Customer

The Customer may cancel its subscription at any time from within its Account. Cancellation takes effect at the end of the then-current monthly billing period. The Customer remains liable for Fees accrued before cancellation.

8.3 Suspension

Praxxos may suspend the Service in whole or in part, with or without notice depending on urgency, if: (a) the Customer materially breaches these Terms, including non-payment, (b) suspension is necessary to protect the security or integrity of the Service or third parties, (c) required by law or competent authority.

8.4 Termination for cause

Either party may terminate these Terms immediately if the other party commits a material breach that is not remedied within thirty (30) days of written notice, or if the other party becomes insolvent, enters into liquidation or ceases to carry on business.

8.5 Effects of termination

On termination: (a) the right to access the Service ceases, (b) the Customer may request a copy of Customer Data within thirty (30) days, after which Praxxos may delete it in accordance with the DPA, (c) accrued rights and payment obligations survive, (d) provisions which by their nature should survive (including IP, confidentiality, liability, governing law) shall survive.

9. WARRANTIES AND DISCLAIMERS

Praxxos warrants that the Service will substantially conform to the Documentation when used in accordance with these Terms. Praxxos will use commercially reasonable efforts to maintain availability of the Service, but does not warrant uninterrupted, error-free or fully secure operation.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRAXXOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY.

The Service is a productivity tool. It does not constitute medical, legal, accounting or tax advice. The Customer remains solely responsible for clinical, professional and regulatory decisions.

10. INDEMNIFICATION

The Customer shall defend, indemnify and hold Praxxos harmless from and against any third-party claim arising out of or related to: (a) Customer Data, (b) the Customer's breach of these Terms, (c) the Customer's violation of applicable law (including data protection or healthcare regulations), or (d) any claim by a Patient or other third party relating to the Customer's professional services.

Praxxos shall defend the Customer against any third-party claim alleging that the Service, as provided by Praxxos and used in accordance with these Terms, infringes a third party's intellectual property right, and pay damages finally awarded or amounts in a settlement approved by Praxxos. This indemnity does not apply to claims arising from Customer Data, modifications not made by Praxxos, or combinations with third-party products.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Neither party shall be liable for any indirect, incidental, special, consequential or punitive damages, lost profits, lost revenues, loss of goodwill, loss of business opportunity, or cost of substitute goods or services, even if advised of the possibility of such damages.
• Each party's aggregate liability arising out of or in connection with these Terms shall not exceed the total Fees paid by the Customer to Praxxos under these Terms in the twelve (12) months preceding the event giving rise to the liability.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including for wilful misconduct, gross negligence, fraud, death or personal injury caused by negligence.

12. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemics, governmental measures, internet outages, failure of utilities, or third-party infrastructure failures.

13. CHANGES TO THE TERMS

Praxxos may update these Terms from time to time. Material changes will be notified at least thirty (30) days in advance by email or in the Service. Continued use of the Service after the effective date of the changes constitutes acceptance. If the Customer does not accept the changes, it may cancel its subscription before they take effect.

14. MISCELLANEOUS

14.1 Entire agreement

These Terms, together with the DPA, the Privacy Policy and any Order Form, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and communications.

14.2 Assignment

The Customer may not assign these Terms without Praxxos's prior written consent. Praxxos may assign these Terms in connection with a corporate reorganisation, merger or sale of assets.

14.3 Subcontracting

Praxxos may use subcontractors and sub-processors. Subcontracting does not relieve Praxxos of its obligations. Sub-processor terms are governed by the DPA.

14.4 Notices

Notices to Praxxos must be sent to legal@praxxos.com with a copy to Praxxos Technologies, S.L., C/ Antoni Jaume, 2, 1ª Planta 1, 07800 Eivissa (Ibiza), Illes Balears, Spain. Notices to the Customer may be given via email or through the Service.

14.5 Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary.

14.6 No waiver

Failure to enforce a right does not constitute a waiver of that right.

14.7 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

15. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of Spain, without regard to conflict of law principles.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the Courts and Tribunals of Ibiza (Eivissa), Illes Balears, Spain, unless mandatory law provides otherwise.

16. CONTACT

Praxxos Technologies, S.L.

C/ Antoni Jaume, 2, 1ª Planta 1, 07800 Eivissa (Ibiza), Illes Balears, Spain

Spanish Tax ID (NIF/CIF): B88768882

Registered with the Commercial Registry of Eivissa (Ibiza), sheet IB-23361, Electronic Folio IRUS 100KM74747678, inscribed on 1 June 2026

Email: legal@praxxos.com

Website: https://www.praxxos.com