Terms and Conditions

Date: August 25, 2025

1. Definitions

In these general terms and conditions, the following terms are used:

Centroxy BV: The private limited company is being incorporated with Dutch Chamber of Commerce under the laws of the Netherlands [KVK:98267167], with its registered office in Amsterdam-Zuidoost.

Website: The website centroxy.nl and all associated services provided by Centroxy BV.

App: The software application(s) developed and provided by Centroxy BV, whether web-based or mobile, through which the Services are offered.

Services: All current and future services, features, functionalities, software, applications, and support provided by Centroxy B.V. to the User, including but not limited to automated accounting, invoicing, project management, and related financial administration tools.

User/You/Your: Any natural person (individual) or legal entity (such as a company, sole proprietor, or partnership) that registers for, accesses, or uses the Website, App, or Services.

We/Us/Our: Refers to Centroxy BV as the provider of the Services.

Agreement: The legal agreement between Centroxy BV and the User, formed when the User accepts these Terms and Conditions, governing the use of the Website, App, and Services.

Content: Any data, information, text, files, documents, images, or other material uploaded, stored, generated, or processed by the User through the Services.

Personal Data: Any information relating to an identified or identifiable natural person as defined in the General Data Protection Regulation (GDPR).

Third-Party Services: Services, products, applications, or websites operated by third parties that may integrate with or be used in connection with the Services.

2. Applicability

2.1 These Terms and Conditions apply to every visit to the Website, use of the App, and use of the Services provided by Centroxy B.V.

2.2 By creating an account, registering for a Free Trial, subscribing to a paid plan, or otherwise using the Services, the User agrees to these Terms and Conditions and enters into an Agreement with Centroxy B.V.

2.3 The applicability of any other general terms and conditions is expressly rejected.

2.4 The Agreement is personal to the User and may not be transferred or assigned to another party without prior written consent from Centroxy B.V.

2.5 Centroxy always operates in accordance with these Terms and Conditions. Any deviation from these Terms and Conditions is only valid if expressly agreed in writing or by email.

2.6 If a provision of these Terms and Conditions or the Agreement is declared void or unenforceable by a court, the remaining provisions will continue to apply in full.

2.7 To use the Services, the User must be at least 18 years old. Centroxy’s Services are primarily intended for use in the course of a business or profession. However, Users may also register personal accounts or record personal transactions, provided these are used in conjunction with and not as a substitute for business administration.

3. Services

3.1 Through the Website and App, Centroxy BV provides Users with tools to support their business administration, including but not limited to:

• Creating and sending invoices and quotes.
• Uploading, scanning, and managing receipts, invoices, and other financial documents.
• Tracking income and expenses and maintaining digital ledgers.
• Preparing financial overviews and reports, including profit & loss, cash flow, balance sheets, and VAT returns.
• Managing contacts (clients, suppliers, and partners) in a centralized database.
• Optional integrations with banks, payment processors, or third-party tools.

3.2 Centroxy BV offers online resources such as help articles, tutorials, and FAQs to assist Users. Direct support (e.g., chat or email helpdesk) is available during business hours as indicated on the Website. Centroxy BV aims to respond to inquiries within a reasonable time but cannot guarantee response times or resolutions.

3.3 Centroxy BV makes every effort to keep the Services available, up to date, and error-free. However, Centroxy BV does not guarantee that the Services will always be:

• free from errors or interruptions;
• compatible with all browsers, devices, or operating systems;
• available without downtime (e.g., due to maintenance or updates).

Centroxy BV may modify, expand, limit, or discontinue parts of the Services at any time. Where possible, Users will be notified in advance.

3.4 The Services are intended to support bookkeeping and administration but do not replace the role of a professional accountant or tax advisor. Users remain solely responsible for:

• entering accurate and complete data into the Services;
• verifying calculations, reports, and tax submissions;
• meeting statutory deadlines for taxes and filings.

Centroxy BV may provide tips, explanations, or suggestions within the Services, but these do not constitute legal, financial, or tax advice.

3.5 The Services are designed for general use by entrepreneurs and small businesses. Specific limitations include:

• Centroxy BV does not file tax returns directly unless explicitly stated (e.g., through integrations with tax authorities).
• Centroxy BV does not guarantee compatibility with all accounting methods (e.g., cash vs. invoice-based accounting).
• Additional services offered through third parties (e.g., payment processing, bank integrations) are subject to the terms of those third parties (see Article 9).

4. User Obligations

4.1 The User guarantees that all information provided by them to Centroxy BV is correct, complete, and up-to-date.

• If any information changes (e.g., company details, contact information, VAT/KvK numbers), the user must update this information promptly in their account.
• Certain Services may require additional mandatory information (e.g., KvK registration, VAT number, UBO details). Without this information, Centroxy BV may restrict access to specific Services.

4.2 The User shall not use the Website in a way that:

• Infringes upon the rights of Centroxy BV, other Users, or third parties.
• Is contrary to applicable laws and regulations, including tax and financial compliance obligations.
• Is harmful, abusive, discriminatory, fraudulent, or otherwise improper.

Prohibited uses include (but are not limited to):

• Sending false or fraudulent invoices (e.g., VAT fraud, money laundering).
• Storing or distributing unlawful, harmful, or offensive material.
• Sending spam or unauthorized communications.
• Attempting to hack, overload, or otherwise disrupt Centroxy BV systems.
• Introducing malware, viruses, or other malicious code.

4.3 To ensure the highest level of account security, Users are responsible for:

• Safeguarding their login details (e.g., password, two-factor codes) and must not share them with third parties.
• Immediately notifying Centroxy BV if their login credentials or device are lost, stolen, or suspected to be misused.
• All actions taken through their account, even if carried out by others who gained access due to negligence.

4.4 Centroxy BV strongly recommends enabling two-factor authentication (2FA) and regularly updating passwords.

4.5 The User remains responsible for:

• Ensuring the accuracy of their administration, including the correct classification of personal and business transactions.
• Paying any taxes, fines, or penalties related to their financial administration.
• Securing their own devices, internet connection, and IT infrastructure when accessing the Services.
• Reading and complying with these Terms and Conditions, the Privacy Policy, and any applicable legal obligations.

4.6 If the User violates these obligations, Centroxy BV reserves the right to:

• Suspend or block the User’s account, temporarily or permanently.
• Restrict or deny access to specific Services.
• Report unlawful activities to the competent authorities.
• Claim damages or compensation from the User.

5. Intellectual Property Rights

5.1 All intellectual property rights, including but not limited to copyrights, database rights, and trademark rights, related to the Website, App, and Services (including but not limited to software, texts, images, designs, and logos) are and remain vested in Centroxy BV or its licensors.

5.2 The User is granted a limited, non-exclusive, non-transferable right to use the Services for the duration of the Agreement. This right automatically ends when the Agreement is terminated.

5.3 The User is not permitted to:

• Copy, modify, distribute, or reproduce the Website, App, or any part of the Services.
• Remove, obscure, or alter any notices of intellectual property rights.
• Use the trademarks, trade names, or logos of Centroxy BV without prior written consent.

5.4 The User must respect the intellectual property rights of Centroxy BV, other Users, and third parties at all times.

5.5 In the event of infringement of this article, Centroxy BV reserves the right to claim damages and/or apply a contractual penalty.

6. Free Trial & Subscription Terms

6.1 Free Trial

• New Users are entitled to a Free Trial period, the duration of which is stated on the Website at the time of registration (currently the first fiscal year and two quarters free).
• The Free Trial begins as soon as the User successfully creates an account and confirms their email address.
• During the Free Trial, the User has access to all or part of the Services as described on the Website.
• At the end of the Free Trial, the User will be prompted to subscribe to the paid plan.
• If the User does not upgrade, access to the Services will be restricted. This includes blocking the creation of new data (e.g., invoices, expenses, receipts), effectively preventing further use of the software while maintaining read-only access.

6.2 Regardless of whether the User upgrades to a paid subscription, all data entered during the Free Trial (including invoices, expenses, receipts, and contacts) will remain stored in the User’s account for the statutory retention period as outlined in Article 12.7 (Privacy & Data Retention). Users who do not upgrade will retain the right to export their data for a reasonable period of time.

6.3 Centroxy BV currently offers one subscription plan, as described on the Website. Subscription fees and details are clearly communicated before the User subscribes.

6.4 Renewals:

• Subscriptions are billed in advance, either monthly or annually, depending on the User’s selection.
• Subscriptions automatically renew unless cancelled prior to the end of the billing period. Users may cancel their subscription at any time through their account settings.

6.5 Termination After Trial

• If a User does not choose a paid subscription after the Free Trial, Centroxy BV will restrict access as described in Article 6.1.
• Accounts that remain inactive for more than twelve (12) months after the end of the Free Trial may be archived. Archived accounts remain subject to statutory data retention obligations.

7. Payment & Fees

7.1 Payment Obligation

• Subscription fees are due in advance from the moment the User subscribes to a paid plan.
• Fees are always stated clearly on the Website and are exclusive of VAT (21%) unless otherwise indicated.

7.2 Accepted Payment Methods

• Payments can be made using common methods in the Netherlands and the EU, including credit card, iDEAL, and SEPA direct debit.
• By providing payment details, the User authorizes Centroxy BV (or its payment provider) to automatically collect subscription fees.

7.3 Billing Cycle

• Subscriptions are billed monthly or annually, depending on the User’s selection.
• Annual subscriptions are valid for twelve (12) months from the purchase date and automatically renew for another twelve (12) months unless cancelled before renewal.
• Monthly subscriptions automatically renew at the end of each billing period unless cancelled.

7.4 Refund Policy

• Payments already made are non-refundable, even if the User cancels before the end of the billing period.
• Exceptions may apply where mandatory under Dutch consumer protection law (if relevant).

7.5 Late or Failed Payments

• If a payment cannot be processed or is reversed, Centroxy BV may attempt to collect the amount again within ten (10) business days.
• The User must ensure sufficient funds are available and that payment details are valid and up to date.
• If payment remains outstanding, Centroxy BV may:
• Charge statutory commercial interest and reasonable collection costs.
• Suspend or restrict access to the Services until payment is received.
• Terminate the Agreement and block/delete/restrict the account if payment is not made after repeated requests.

7.6 Price Changes

• Centroxy BV reserves the right to adjust subscription fees or billing periods.
• Any changes will be communicated at least one (1) month in advance.
• If the User does not agree to a fee change, they may cancel the subscription before the change takes effect. Continued use after the effective date constitutes acceptance of the new fees.

8. Termination & Suspension

8.1 The Agreement is entered into for an indefinite period, starting when the User creates an account and accepts these Terms and Conditions.

8.2 Termination by the User

• Users may terminate their subscription at any time through their account settings or by notifying Centroxy BV in writing (e.g., email).
• If cancelled, the subscription will remain active until the end of the current billing period (month or year). No refunds will be issued for unused periods.

8.3 Centroxy BV reserves the right to suspend or terminate the Agreement (and block account access) immediately, in whole or in part, if:

• The User fails to fulfill payment obligations.
• The User violates these Terms and Conditions, applicable laws, or third-party rights.
• The User engages in fraudulent, abusive, or unlawful activity (e.g., VAT fraud, money laundering, spam, or misuse of Services).
• The User becomes insolvent, bankrupt, or enters liquidation.

Centroxy BV may also terminate the Agreement at the end of a billing period with one (1) month’s written notice, without obligation to provide compensation.

8.4 Data After Termination

• Upon termination (by either party), the User will retain access to their data in read-only mode for seven (7) years. During this period, the User can export their data via the provided export tools.
• After the statutory retention period of seven (7) years, as required under Dutch tax law (see Article 12.7), Centroxy BV will delete or anonymize the data, unless a longer retention period is legally required.

8.5 Effect of Termination

• Termination ends the User’s right to access or use the Services, except for limited data export rights as described above.
• Any outstanding fees owed to Centroxy BV remain payable upon termination.

Centroxy BV is not obliged to refund any payments already made, except where required by mandatory law.

9. Third-Party Integrations

9.1 Centroxy BV may offer integrations with third-party services, such as banks, payment processors, or other software providers, to enhance the functionality of the Services. These integrations are provided for convenience and may be subject to additional terms and conditions of the respective third party.

9.2 Centroxy BV is not responsible for the availability, accuracy, or performance of third-party integrations. Service interruptions, errors, or failures caused by third-party systems are outside the control of Centroxy BV, and Centroxy BV shall not be liable for any damages resulting from such issues.

9.3 When using third-party integrations, the User agrees to comply with the terms and conditions, privacy policies, and data protection obligations of the respective third party. The User is solely responsible for reviewing and accepting these terms before enabling or using the integration.

9.4 By enabling an integration, the User authorizes Centroxy BV to share necessary data with the third party for the purpose of providing the integration. Centroxy BV will only share the minimum data required and will do so in accordance with its Privacy Policy.

9.5 Centroxy BV reserves the right to modify, suspend, or discontinue third-party integrations at any time, for example, if the third party discontinues its service, changes its terms, or poses a security or compliance risk.

10. Liability

10.1 The use of the Website is at the User’s own risk. Centroxy BV is not liable for any damage resulting from or related to the use of the Website.

10.2 Centroxy BV does not guarantee that the Website will function without interruption or errors.

10.3 The liability of Centroxy BV, for any reason whatsoever, shall at all times be limited to the amount paid to Centroxy BV by the User in the six (6) months prior to the event causing the damage. This limitation does not apply in cases of gross negligence or willful misconduct on the part of Centroxy BV.

10.4 Centroxy BV shall not be liable for:

• Indirect or consequential damages (including lost profits, missed savings, goodwill loss, or business interruption).
• Damage resulting from incorrect or incomplete data entered by the User.
• Damage caused by unauthorized use of the User’s account by third parties.
• Damage caused by service downtime, technical issues, or data loss, except in cases of intent or gross negligence by Centroxy BV.
• Damage arising from compliance with legal obligations, instructions from authorities, or third-party service failures (e.g., banking partners, integrations).

10.5 The User remains fully responsible for:

• The accuracy and completeness of their financial administration.
• Payment of taxes, penalties, or fines associated with their business activities. Ensuring that personal and business data are backed up outside the Centroxy environment.

10.6 The User indemnifies Centroxy BV against claims from third parties (including but not limited to tax authorities, financial partners, and clients) arising from:

• The User’s misuse of the Services.
• The User’s failure to comply with applicable laws or contractual obligations.
• The User’s infringement of third-party rights.

10.7 The limitations and exclusions in this article do not apply in cases of intent or gross negligence on the part of Centroxy BV.

11. Force majeure

11.1 Centroxy BV shall not be liable if it cannot perform its obligations due to events beyond its reasonable control (including but not limited to: supplier failures, internet/power outages, strikes, government measures, or natural disasters). If such a situation lasts longer than sixty (60) days, either party may terminate the Agreement without liability.

12. Privacy

12.1 Centroxy BV processes the personal data of the User in accordance with its Privacy Policy. This policy can be found on the Website.

12.1 Centroxy BV processes personal data in accordance with the General Data Protection Regulation (GDPR) and its Privacy Policy, which is available on the Website.

12.2 All data entered by the User (including personal data of the User, its customers, and suppliers) remains the property of the User. Centroxy BV will never claim ownership of this data.

12.3 For the purposes of the GDPR, the User is the controller of the personal data entered into the Services. Centroxy BV acts as the processor and processes such data solely on behalf of and in accordance with the instructions of the User. By accepting these Terms and Conditions, the User grants Centroxy BV this assignment.

12.4 Centroxy BV will take appropriate technical and organizational measures to protect personal data against loss, unauthorized access, or unlawful processing. While Centroxy BV strives to provide a secure environment, it cannot guarantee absolute security under all circumstances.

12.5 Centroxy BV, its employees, and any engaged subprocessors are bound by confidentiality regarding personal data, except where disclosure is required by law.

12.6 Personal data will not be shared with third parties, except where necessary to provide the Services (e.g., hosting providers, payment processors) or where required by law. Centroxy BV does not sell data to third parties. If data is transferred outside the European Economic Area (EEA), Centroxy BV ensures that adequate safeguards are in place.

12.7 In accordance with Dutch tax legislation (Algemene wet inzake rijksbelastingen), Centroxy BV will retain certain financial data, including invoices, receipts, and accounting records, for a minimum period of seven (7) years. This obligation applies regardless of whether the User continues their subscription, discontinues use after a free trial, or terminates the Agreement. Such data will remain stored securely and accessible upon request by the User during the statutory retention period. After the statutory retention period has expired, Centroxy BV will delete or anonymize the data, unless further retention is required by law.

12.8 The Privacy Policy further describes how Centroxy BV processes personal data, what rights Users have under the GDPR (including access, rectification, and deletion), and how long data is retained.

13. Miscellaneous

13.1 Centroxy BV may amend these Terms and Conditions when necessary. The amended Terms and Conditions will be published on the Website and, where relevant, communicated to the User by email or via the App. Changes will take effect from the date of publication unless stated otherwise. If the User does not agree with the amended Terms and Conditions, the User may terminate the Agreement before the amendments take effect. Continued use of the Services after the effective date constitutes acceptance of the amended Terms and Conditions.

13.2 If any provision of these Terms and Conditions is found to be invalid, unlawful, or unenforceable, this shall not affect the validity and enforceability of the remaining provisions. The invalid provision will be replaced by a provision that is valid and comes closest to the original intent of Centroxy BV and the User. 13.3 Questions or complaints regarding the Services can be submitted to support@centroxy.com. Centroxy BV will use reasonable efforts to respond within a reasonable period of time. If the complaint concerns services provided by a financial or integration partner, Centroxy BV may need to forward the complaint to such a partner, which may extend the response time.

13.4 These Terms and Conditions and the Agreement are governed by Dutch law. Any dispute arising out of or in connection with the Agreement or the use of the Services shall be submitted to the competent court in the district where Centroxy BV has its registered office, unless mandatory law provides otherwise.

14. Applicable Law and Jurisdiction

14.1 These Terms and Conditions are governed by Dutch law.

14.2 Any disputes arising from or related to these Terms and Conditions will be exclusively submitted to the competent court in Amsterdam, The Netherlands.

15. Contact

For questions or comments regarding these Terms and Conditions or the use of the Website, please contact us via:

Email: support@centroxy.nl