Terms of Service
Effective Date: October 23, 2025
Welcome to Phroneos BV ("Phroneos", "Company", "we", "us", or "our"). These Terms of Service ("Terms") govern all business relationships, access to, and use of Phroneos' software solutions, platforms, and professional services (collectively, the "Services").
By engaging with Phroneos, whether through a software product or professional service, you confirm that you have read, understood, and agree to be bound by these Terms.
1. Scope of Application
These Terms apply to all interactions with Phroneos BV, including but not limited to:
- Our SaaS products (e.g., TrackTheMetric, ClassEdit)
- Custom software development, consulting, integration, marketing services, or other professional services
Each software product or platform offered by Phroneos BV is governed by its own specific Terms of Service, available on the respective website. These general Terms supplement and apply to all other business relationships with Phroneos BV.
- trackthemetric.com
- classedit.com
2. Eligibility
You must be at least 18 years old and possess the legal capacity to enter into binding agreements.
By engaging our Services, you represent and warrant that you meet these requirements.
3. SaaS Solutions
3.1 Access & Accounts
To use any Phroneos software product, you must register for an account.
You are responsible for maintaining the confidentiality of login credentials and for all activity under your account.
3.2 License
Phroneos retains all rights, title, and interest in its software, code, designs, documentation, and other intellectual property.
You are granted a limited, non-exclusive, non-transferable license to access and use the software, solely for your internal business purposes, unless otherwise agreed in writing.
3.3 Subscriptions & Billing
Subscription fees and billing are governed by the specific Terms of Service for each product.
Phroneos may offer free trials or promotional access, subject to product-specific terms.
3.4 Acceptable Use
You agree not to misuse the software, infringe intellectual property, attempt unauthorized access, or engage in illegal or harmful activities.
Phroneos reserves the right to suspend or terminate accounts for violations.
4. Professional Services
4.1 Scope
Phroneos may provide custom development, consulting, integration, marketing, or advisory services ("Professional Services") under these Terms.
4.2 Offers & Acceptance
All offers, quotations, and proposals are valid for 2 months unless explicitly stated otherwise.
A Professional Service engagement begins only after Phroneos issues a written acceptance of the order or a signed agreement.
4.3 Advance Payment
Standard engagements require a 35% advance payment prior to the start of work.
Subsequent invoices may be issued based on project milestones or monthly progress, as agreed.
4.4 Complaints
Any complaint regarding an invoice must be submitted in writing to Phroneos within 8 calendar days of receipt.
Late submissions will not be considered, and the invoice will be deemed final.
4.5 Cancellation & Termination
In case of contract breach or unilateral cancellation by the client, Phroneos is entitled to compensation equal to 20% of the agreed fee, with a minimum of €250.
Phroneos reserves the right to suspend ongoing work until outstanding payments are settled.
5. Pricing, Invoicing & Payments
All fees are exclusive of taxes, duties, or other government charges, unless explicitly included.
Payments are due within 30 days of the invoice date unless otherwise agreed.
Late payments incur:
- Conventional interest of 10% per year from the due date until full payment
- A fixed compensation fee of 10% of the outstanding amount, minimum €50
Phroneos may suspend access to Services or delay delivery until invoices are fully paid, without incurring liability.
6. Intellectual Property
Phroneos retains full ownership of all intellectual property, including software, code, designs, documentation, logos, and trademarks.
Unless otherwise agreed in writing, clients receive only a limited, non-exclusive, non-transferable license for the internal use of Phroneos' software and deliverables.
Any unauthorized use, reproduction, or distribution of Phroneos' IP is strictly prohibited.
7. Confidentiality
Both parties agree to keep all non-public information received in connection with the Services strictly confidential.
Confidential information may only be used to perform obligations under these Terms or as required by law.
8. Liability & Indemnification
To the maximum extent permitted by law:
- Phroneos is not liable for indirect, incidental, or consequential damages
- Total liability is limited to the fees paid for the Services in the twelve months preceding the claim
Clients agree to indemnify and hold harmless Phroneos from any claims, damages, or losses arising from misuse of the Services or breach of these Terms.
9. Termination
Phroneos may suspend or terminate access to Services at any time for violation of these Terms or non-payment.
Upon termination, all licenses granted end immediately, and Phroneos retains all rights to deliverables and intellectual property.
10. Governing Law & Jurisdiction
These Terms are governed by the laws of Belgium.
Any dispute arising from or related to these Terms shall be submitted exclusively to the competent courts of West Flanders, Belgium.
11. Modifications
Phroneos reserves the right to update these Terms at any time.
Continued use of the Services after modifications constitutes acceptance of the revised Terms.
12. Contact
For questions regarding these Terms or Phroneos' Services, please contact: