Terms of Service

• “Procuraz,” “we,” “us” or “our” means the Procuraz entity identified on the applicable Order Form, invoice or partner agreement, or, for website use without such a document, the operator of www.procuraz.com.
• “Customer” or “Company” means the buying organization that creates or subscribes to a company workspace.
• “Authorized User” means an individual permitted by a Customer, Vendor, Seller Partner or Procuraz to use an account.
• “Vendor” means a supplier organization invited or approved by a Customer.
• “Seller Partner” means an organization authorized under a separate Procuraz partner arrangement.
• “Customer Data” means data, records, documents and content submitted to or generated through a Customer workspace, excluding Procuraz technology, usage telemetry and anonymized or aggregated information.
• “Order Form” means an order, checkout record, invoice, proposal or signed document describing a subscription, fees, capacity or additional terms.

The Services are intended primarily for business and professional use. You must be legally capable of entering into a binding agreement and, when acting for an organization, have authority to bind that organization.

You must provide accurate registration information and must not create an account using a false identity, an email address you do not control or an organization you are not authorized to represent.

The Services are not directed to children. Individuals under 18 years of age must not create an account or use the Services unless the use is lawfully authorized and administered by an eligible organization.

Each user must use an individual account. Shared credentials are prohibited. You are responsible for maintaining the confidentiality of passwords, one-time codes and account recovery channels and for activity conducted through your account except to the extent caused by Procuraz’s breach.

Customer administrators control users, departments, roles, vendor invitations and other tenant settings. The Customer is responsible for assigning appropriate access, reviewing permissions, removing departed users and ensuring that Authorized Users comply with these Terms.

You must promptly notify Procuraz of suspected unauthorized access, credential compromise or incorrect organization assignment. Procuraz may require identity or authority verification before changing account ownership or administrative access.

Paid subscriptions are ordinarily billed annually in advance unless the Order Form states otherwise. Fees are payable in the currency and by the method shown at checkout or on the invoice. Applicable GST, duties or other taxes are additional unless expressly included.

You authorize Procuraz or its payment provider to process approved charges. You are responsible for valid billing information and bank, card or payment-provider fees. Late or failed payments may result in restricted access or suspension after any required notice.

A subscription renews only as stated in the applicable Order Form or checkout process. If automatic renewal is enabled, the Customer will be charged according to the disclosed renewal terms and may cancel future renewal through the available account process or by contacting support before the renewal date.

Except where required by law or expressly stated in an Order Form, fees paid for an activated annual term are non-refundable. Cancellation ordinarily prevents future renewal and does not retroactively shorten the current paid term.

You may use the Services only for lawful internal business, supplier or authorized partner purposes within the scope of your account and subscription. You must not:

• access another organization’s workspace or data without authorization;
• share accounts, impersonate another person or misrepresent authority;
• upload unlawful, infringing, fraudulent, defamatory, malicious or deceptive content;
• introduce malware, exploit vulnerabilities, bypass access controls or interfere with service availability;
• scrape, reverse engineer, decompile or copy the Services except to the limited extent such restriction is prohibited by law;
• use the Services to send unsolicited communications or collect data without a lawful basis;
• use automated means that create unreasonable load or evade published limits;
• remove proprietary notices or use Procuraz branding without permission; or
• use the Services to support prohibited, sanctioned or illegal transactions.

Procuraz may investigate suspected misuse and cooperate with lawful requests from competent authorities.

As between Procuraz and the Customer, the Customer retains its rights in Customer Data. The Customer grants Procuraz and its service providers a limited right to host, copy, transmit, process, secure, back up and otherwise use Customer Data only to provide, maintain, protect and improve the Services, comply with law and perform the agreement.

The Customer is responsible for the lawfulness, accuracy and quality of Customer Data; notices and permissions provided to employees, vendors and other individuals; and instructions given to Procuraz. The Customer must not submit data it is not authorized to process.

Procuraz may create aggregated or de-identified statistics that do not reasonably identify a Customer or individual and may use those statistics for service operation, security, capacity planning and product improvement.

A Customer controls its vendor invitations, onboarding requirements, approval decisions and supplier master. Procuraz does not guarantee that an invited Vendor will be approved, receive business or remain active.

Vendors are responsible for accurate profile, tax, bank, signatory, catalog and quotation information and for maintaining authority to submit it. A Vendor must promptly correct material inaccuracies and must not upload documents relating to another organization without permission.

Seller Partners are independent organizations governed by their separate partner agreement. Seller Partner status does not create employment, agency, franchise, fiduciary or unrestricted customer-data access unless expressly stated in writing.

Commercial transactions, RFQs, quotations, supplier selections, purchase orders, deliveries, invoices, taxes, warranties and payments are between the relevant Customer and Vendor. Procuraz provides workflow technology and is not a buyer, seller, broker, guarantor or party to those transactions unless a signed agreement expressly states otherwise.

Customers and Vendors are responsible for verifying specifications, price, tax treatment, delivery, quality, licensing, sanctions, legal compliance and authority before entering a transaction. Procuraz does not provide procurement, accounting, legal, tax or compliance advice.

Electronic records generated through the Services may support business processes, but each organization is responsible for determining whether additional signatures, stamps, statutory forms or retention measures are required.

The Services may use or link to payment providers, hosting services, email services, analytics, identity services or other third parties. Their terms and privacy practices may apply separately. Procuraz is not responsible for third-party services outside its reasonable control.

Integrations may exchange data according to Customer configuration and authorization. The Customer is responsible for credentials, permissions and data mapping supplied for an integration. Procuraz may suspend an integration that creates security, legal or operational risk.

Each party may receive non-public business, technical or commercial information of the other. The receiving party will use such information only to perform or receive the Services, protect it with reasonable care and disclose it only to personnel and service providers who need to know and are bound by confidentiality obligations.

Confidentiality obligations do not apply to information that is public through no breach, already lawfully known, independently developed or lawfully received without restriction. A party may disclose information when legally required after giving notice where permitted.

Procuraz and its licensors own the Services, software, designs, documentation, trademarks, databases, interfaces and related intellectual property. Except for the limited right to use the Services during an authorized subscription, no rights are transferred.

You may not use “Procuraz,” its logos or other marks in advertising, domain names or public statements without written permission. If you provide feedback, you grant Procuraz a perpetual, worldwide, royalty-free right to use it without obligation, provided Procuraz does not identify you publicly without permission.

Procuraz may maintain, update, modify or discontinue features to improve security, reliability, usability or legal compliance. We will use reasonable efforts to avoid materially reducing paid core functionality during a current term, except where required for security, law, third-party dependency or technical necessity.

Planned maintenance, emergency maintenance, internet conditions, hosting providers and events outside reasonable control may affect availability. Any service-level commitment applies only if included in a signed Order Form or SLA.

Product screens, roadmap statements and marketing descriptions are illustrative and may not represent every feature available in every plan, release or configuration.

Procuraz maintains a security programme appropriate to the nature of the Services and publishes a high-level Security page. No system is completely secure, and security depends on shared responsibilities.

Customers and users must use supported browsers, protect devices and email accounts, use strong unique credentials, restrict administrative access, review user permissions, keep contact information current and report suspected compromise promptly.

You must not send passwords, private keys, OTPs or full payment credentials through support forms or email. Procuraz may reset sessions, require credential changes or temporarily restrict access when a security risk is identified.

Personal data is processed according to the Procuraz Privacy Policy, applicable law and the relevant agreement. For Customer-controlled procurement data, the Customer generally determines the purpose and means of processing and Procuraz processes data to provide the Services.

Where required, the parties will execute a data-processing addendum or provide additional instructions relating to security, subprocessors, data-subject requests and deletion. If a request concerns data controlled by a Customer, Procuraz may direct the individual to that Customer.

Procuraz may suspend all or part of access when reasonably necessary to address non-payment, plan-limit abuse, suspected unauthorized access, security threats, unlawful conduct, material breach, legal requirements or risk to other users or the Services.

Where practical and lawful, Procuraz will provide notice and an opportunity to cure. Immediate suspension may occur when delay could cause harm. Suspension does not relieve payment obligations for the committed term.

Either party may terminate according to the Order Form or for an uncured material breach after reasonable written notice. Procuraz may terminate immediately for serious unlawful conduct, security abuse or repeated breach.

After termination or expiry, access may be disabled. The Customer should export required records before the end of the term. Subject to law, backup cycles and contractual retention, Procuraz may delete Customer Data after a reasonable post-termination period. Data may be retained when necessary for legal claims, security, fraud prevention, accounting or compliance.

Provisions concerning payment, confidentiality, intellectual property, disclaimers, liability, disputes and other terms intended to survive will remain effective.

Procuraz warrants that it will provide paid Services with reasonable skill and care. Your exclusive remedy for a substantiated breach of this warranty is re-performance or, if re-performance is not commercially reasonable, termination of the affected Service and a pro-rated refund of prepaid unused fees for that affected period.

Except for express warranties in a signed agreement and to the maximum extent permitted by law, the Services are provided “as is” and “as available.” Procuraz disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.

Procuraz does not warrant procurement outcomes, supplier performance, savings, regulatory compliance, document authenticity, payment, delivery or the accuracy of data supplied by users.

The Customer will defend and indemnify Procuraz and its personnel against third-party claims arising from Customer Data, unlawful use, procurement transactions, the Customer’s vendor or employee relationships, or breach of these Terms, except to the extent caused by Procuraz’s breach, gross negligence or wilful misconduct.

Procuraz will defend a paid Customer against a third-party claim that the unmodified core Service infringes an Indian patent, copyright or trademark, and will pay finally awarded damages or approved settlements, subject to prompt notice, control of defence and cooperation. Procuraz may modify or replace the affected Service or terminate it with a pro-rated refund of prepaid unused fees. This obligation does not cover Customer Data, combinations not supplied by Procuraz, unauthorized modification or continued use after notice.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for lost profits, revenue, goodwill, business opportunity or data, even if advised of the possibility.

Except for payment obligations, breach of acceptable-use restrictions, confidentiality violations, infringement or misappropriation of intellectual property, fraud, wilful misconduct, gross negligence, indemnity obligations or liability that cannot lawfully be limited, each party’s aggregate liability arising from the Services will not exceed the fees paid or payable by the Customer for the affected Services during the 12 months before the event giving rise to the claim.

For a Trial or free website use, Procuraz’s aggregate liability is limited to ₹10,000 to the extent permitted by law.

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, epidemic, war, civil disturbance, government action, labour disruption, internet or utility failure, cyberattack by a third party, hosting failure or supplier interruption, provided the affected party uses reasonable efforts to mitigate the impact.

These Terms are governed by the laws of India, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve a dispute through written notice and business discussion for at least 30 days.

Subject to any arbitration or jurisdiction clause in an Order Form, the courts having jurisdiction over Procuraz’s registered office in India will have exclusive jurisdiction. Mandatory rights that cannot lawfully be excluded remain unaffected.

You may not assign these Terms without Procuraz’s written consent, except as part of a bona fide merger or sale of substantially all relevant assets with written notice. Procuraz may assign to an affiliate or successor.

Notices may be delivered electronically to the account email, through the Services or to the contact addresses below. Electronic records and acceptances may be used to form and administer the agreement.

If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver. These Terms and incorporated documents are the entire agreement for their subject matter.

Procuraz may update these Terms to reflect product, legal, security or business changes. The revised version will display a new effective date. Material changes affecting an active paid subscription will be communicated through reasonable electronic notice and will generally apply at renewal unless earlier application is required by law, security or the signed agreement.

Continued use after the applicable effective date constitutes acceptance. If you do not accept a material change, stop using the Services and exercise any termination right available under the Order Form.

Questions about these Terms may be sent to support@procuraz.com. Commercial and subscription questions may be sent to sales@procuraz.com.

Formal notices from customers should also identify the legal organization name, account domain and applicable Order Form or invoice.