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ProcessMind Service Provider Agreement (SPA)

ProcessMind Service Provider Agreement (SPA)
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ProcessMind Service Provider Agreement (SPA)

This Service Provider Agreement (“SPA”) is entered into by and between the Customer identified below as the Service Provider (“Provider”) and ProcessMind B.V. (“ProcessMind”). This SPA incorporates by reference the ProcessMind Customer Agreement (“PCA”), the Data Processing Addendum (“DPA”), and all referenced policies (“Policies”). Capitalized terms not defined herein have the meaning given in the PCA. This SPA specializes and supplements the PCA for Providers that deliver consulting and managed services using the ProcessMind SaaS (“Platform”) and that may resell access to End Clients within the Provider’s Organization.

1. Parties and Contacts

  • ProcessMind B.V. (“ProcessMind”), Willem Sandbergstraat 33, 7425RC Deventer, The Netherlands, KvK 92890598, VAT NL866207144B01. Contact: Christiaan Esmeijers, CEO. Email: legal@processmind.com
  • Service Provider (“Provider”), registered office: [Insert Address]
    • Commercial Contact: [Insert Name], Email: [Insert Email], Phone: [Insert Phone]
    • Billing Contact: [Insert Name], Email: [Insert Email]
    • Notices Contact: [Insert Name/Dept], Email: [Insert Email], Address: [Insert Address]

2. Term; Effective Date; Renewal

  • Effective Date: Date of last signature below.
  • Initial Term: One (1) year, commencing 1 October 2025 and ending 30 September 2026 (Subscription Term).
  • Renewal: Auto-renews for successive one-year terms unless either party gives 30 days’ prior written notice of non-renewal. Renewal fees are at ProcessMind’s then-current provider rates for the same package; increases shall not exceed 7% YoY unless capacity changes or tier upgrades apply.
  • Early Access: Any pre-start access is governed by this SPA and may be invoiced pro rata.

3. Definitions (for this SPA)

  • Organization: The single ProcessMind organization provisioned to Provider.
  • Tenant: A logically segregated workspace within the Platform under Provider’s Organization, typically created for an End Client.
  • End Client: A client of Provider to whom Provider provides consulting/managed services and to whom Provider may grant access to the Platform within Provider’s Organization/Tenants.
  • Managed Services: Services delivered by Provider that use the Platform, including configuration, advisory, and ongoing administration.
  • User: Any individual authorized by Provider or End Client to access the Platform within Provider’s Organization or Tenants, including employees, contractors, and End Client Users.

4. Order Details; Scope of Use

ProcessMind grants Provider a non-exclusive, non-transferable right to access and use the Platform during the Subscription Term, subject to the PCA, this SPA, and Policies.

Included package

  • Platform Tier: Premium
  • Organizations: 1 (Provider’s Organization)
  • Tenants: 100
  • Users: 100 Named Users (unique natural persons; credentials not shared; one users can access multiple Tenants)
  • White Labeling: Organization- and Tenant-level branding features
  • Data Storage: 2,000 GB (2 TB) total logical storage

Use authorizations

  • Provider may:
    • Use the Platform to deliver consulting/managed services.
    • Create Tenants for End Clients and grant End Client Users access within those Tenants.
    • Resell access to the Platform only as embedded in Provider’s services and only within Provider’s Organization/Tenants. No standalone sublicensing or redistribution outside Provider’s Organization.
  • Seat management: Provider may reassign User seats at will.
  • Capacity changes: Additional Tenants, Users, storage, or features may be purchased at then-current provider rates. If Provider exceeds included quantities without written order, ProcessMind may charge overages at list rates for months of excess usage.
  • Technical limits: Fair use, API, and rate limits apply per Policies. ProcessMind may throttle or require plan adjustments for sustained excess usage.

5. Pricing; Invoicing; Payment; Taxes

  • Annual Provider Fee: EUR 20,000 (exclusive of taxes) for the included package above.
  • End Client pricing: Provider sets its own End Client pricing and contracts directly with End Clients. Provider remains responsible for paying ProcessMind fees irrespective of End Client payment.
  • Add-ons/overages: Billed monthly in arrears unless otherwise agreed.
  • Invoicing and terms: Invoiced annually upfront on or after the Effective Date (and upon renewal). Payment due Net 30 days from invoice date and, in any event, prior to the Term Start. Access may be suspended for late payment.
  • Taxes: Fees are exclusive of VAT and other taxes. Customer bears applicable taxes (excluding taxes on ProcessMind’s net income). Withholding taxes, if any, shall be grossed up.
  • Late payment: Dutch statutory commercial interest (wettelijke handelsrente) applies; reasonable collection costs and bank/wire fees are borne by Provider.

Invoice details

  • Invoice Recipient Name: [Insert]
  • Invoice Recipient Address: [Insert]
  • Invoice Recipient Email: [Insert]
  • Reference/PO Number: [Insert]
  • VAT/Tax ID: [Insert]

Payment details

  • Account Name: ProcessMind B.V.
  • IBAN: [Insert ProcessMind IBAN]
  • Bank: [Insert Bank Name]
  • BIC/SWIFT: [Insert BIC/SWIFT]

6. Special Provider Terms (supplement to PCA)

6.1 Resale and Flow-Down

  • Authorization: Provider may grant End Clients and their Users access solely within Provider’s Organization/Tenants to enable Provider’s services. No sub-resale or appointment of sub-providers without ProcessMind’s prior written consent.
  • Flow-down: Provider will bind End Clients to terms no less protective of ProcessMind than the PCA and this SPA regarding acceptable use, IP, confidentiality, security, restrictions, and data protection. Provider remains primarily responsible for End Client and user acts and omissions.
  • No agency: Provider is an independent contractor and has no authority to bind ProcessMind or make commitments about the Platform beyond what the PCA/Policies state. Provider will not make warranties or service-level commitments on ProcessMind’s behalf.

6.2 Support, Training, and Onboarding

  • First-line support: Provider provides first-line support to End Clients. ProcessMind provides support to Provider per the PCA/Policies for the Premium Tier.
  • Enablement for first 3 End Clients: Up to 10 remote enablement hours per End Client within 90 days of each End Client’s onboarding (guidance and configuration; excludes custom development).
  • Training: Two (2) days of remote training for Provider at no additional cost if scheduled within 6 months of the Effective Date; unused training expires thereafter. On-site delivery, if agreed, and travel/lodging are at Provider’s expense.

6.3 Service Levels and Credits

  • Availability target: 99.9% monthly uptime for production Platform, excluding scheduled maintenance with notice per Policies, force majeure, Provider-caused issues, and internet/third-party network failures outside ProcessMind’s control.

6.4 Data Protection and Roles

  • Roles: As between ProcessMind and Provider, Provider is the controller (or processor acting on behalf of its End Clients) of Customer Personal Data; ProcessMind is processor (or sub-processor, as applicable) under the DPA.
  • Authority: Where an End Client is the controller, Provider represents and warrants it has all necessary authority from the End Client to engage ProcessMind as processor/sub-processor and to provide the DPA flow-downs and international transfer mechanisms.
  • Subprocessors and security: As described in the DPA and Policies. Data export/deletion timelines follow the PCA/DPA.
  • Regionality: Data location, transfers, and regional features are per the PCA/DPA and Policies.

6.5 Branding, White Labeling, and Publicity

  • White labeling: Provider may use in-product branding features to apply Provider marks consistent with options provided. Required ProcessMind notices/system identifiers may not be removed where necessary for support and compliance. Provider must not misrepresent the Platform as developed by Provider.
  • Use of marks: Each party grants the other a limited, revocable, non-transferable right to use name and logo for identification of the partnership in websites, sales decks, and marketing. On written request, ProcessMind will cease new uses within 5 business days and remove online references within a commercially reasonable period.

6.6 Compliance; Restrictions

  • Acceptable Use: Provider and End Clients must comply with the Acceptable Use Policy and applicable laws (including privacy, export, and sanctions).
  • Export/sanctions/ABAC: Provider represents it and End Clients are not sanctioned and will not use the Platform in violation of EU, UK, or U.S. export/sanctions laws, or anti-bribery/anti-corruption laws.
  • No reverse engineering: Except as mandated by law.
  • Credentials: Provider is responsible for safeguarding credentials and managing access within its Organization/Tenants.

6.7 Suspension

  • Suspension: ProcessMind may suspend access on 10 days’ prior notice if undisputed amounts are 30+ days overdue or for material violations of the PCA/Policies, and will restore promptly upon cure.

6.8 Indemnities and Liability Allocation

  • Provider indemnity: Provider will defend and indemnify ProcessMind against third-party claims arising from (a) Provider’s services or representations to End Clients; (b) breach of Section 6.1 (Flow-down) or 6.6 (Compliance); or (c) disputes between Provider and any End Client. ProcessMind’s IP indemnity, warranty disclaimers, and limitations of liability are as stated in the PCA.
  • No third-party beneficiaries: End Clients are not third-party beneficiaries of this SPA.

6.9 Non-Exclusivity; Territory

  • Non-exclusive: No exclusivity is granted. Provider may represent other vendors, and ProcessMind may appoint other providers.
  • Territory: Worldwide, except embargoed or restricted jurisdictions under applicable law or ProcessMind Policies.

7. Order of Precedence; Conflicts

This SPA (including the Special Provider Terms in Section 6 and the Order Details in Section 4) and the PCA/DPA/Policies form a single agreement. In case of conflict, the order of precedence is: (1) Section 6 Special Provider Terms (only for the subject addressed), (2) Section 4 Order Details (commercial scope, fees, quantities, term), (3) PCA and DPA, (4) Policies.

8. Reference Documents

9. Miscellaneous

  • Assignment, governing law, confidentiality, IP ownership, beta features, force majeure, and notices are governed by the PCA. Any assignment by Provider requires ProcessMind’s prior written consent except as permitted in the PCA (e.g., change of control with notice).
  • Counterparts and e-signatures are permitted.
  • Entire agreement: This SPA, together with the PCA, DPA, and Policies, is the complete agreement on the subject and supersedes prior proposals and communications. No terms on POs or other documents apply.

10. Acceptance

For Provider:

  • Signature: ____________________________
  • Name: ________________________________
  • Title: ________________________________
  • Date: ________________________________

For ProcessMind:

  • Signature: ____________________________
  • Name: ________________________________
  • Title: ________________________________
  • Date: ________________________________