Terms of Service

Effective date: 16 June 2026

These Terms of Service ("Terms") are a binding agreement between you and your organisation ("you", "Customer") and Procupy ("Procupy", "we", "us") governing your access to and use of the Procupy website, web application, vendor portal, and mobile app (together, the "Services"). By creating an account, accessing, or using the Services, you agree to these Terms. If you're agreeing on behalf of an organisation, you represent that you have the authority to bind it.

1. The Services

Procupy provides an India-first procurement platform for reverse auctions, vendor management, sourcing, approvals, and procure-to-pay workflows. We may add, change, or remove features over time to improve the Services. We'll try to give reasonable notice of material changes that adversely affect a core feature you rely on.

2. Accounts & eligibility

• You must provide accurate account information and keep it up to date.
• You are responsible for safeguarding your credentials and for all activity under your account. We strongly recommend enabling two-factor authentication — see our security page.
• You must promptly notify us of any unauthorised use of your account or other suspected security breach.
• The Services are intended for business use by users who are competent to contract under applicable law; they are not directed to children.

3. Acceptable use

You agree not to misuse the Services. In particular, you will not:

• Use the Services in violation of any applicable law or regulation, including India's procurement, tax, GST, and anti-corruption laws.
• Upload or transmit malware, or attempt to gain unauthorised access to the Services, other accounts, or our infrastructure.
• Probe, scan, or test the vulnerability of the Services except under a responsible-disclosure process (contact hello@procupy.com).
• Reverse engineer, decompile, or attempt to extract source code, except to the extent that restriction is prohibited by law.
• Resell, sublicense, or provide the Services to third parties except as expressly permitted, or use them to build a competing product.
• Use the Services to infringe intellectual-property rights, send spam, or upload unlawful, defamatory, or harmful content.
• Interfere with or disrupt the integrity or performance of the Services, including rate limits and fair-use thresholds.

We may suspend or limit access to protect the Services or other customers, or where required by law, and will aim to restore access promptly once the issue is resolved.

4. Subscriptions, fees & billing

• Paid Services are offered on the plans described on our pricing page. Plan features, limits, and prices are set out there or in an order form or written quote we provide.
• Fees are charged on the cycle stated for your plan (for example, monthly or annual) and, unless stated otherwise, are exclusive of applicable taxes such as GST, which you are responsible for.
• Unless your order says otherwise, subscriptions renew automatically for successive terms; you can cancel renewal before the end of the current term.
• Except where required by law, fees already paid are non-refundable. If we materially reduce a feature you paid for, we'll work with you in good faith on a fair remedy.
• We may change prices for future terms with reasonable advance notice; changes don't apply to a term you've already paid for.

5. Customer data & ownership

As between the parties, you own the data you and your users submit to the Services ("Customer Data"), including your requisitions, RFQs, auctions, vendors, POs, GRNs, and invoices. You grant us a limited licence to host, process, and transmit Customer Data solely to provide and improve the Services and as described in our Privacy Policy. You are responsible for the accuracy and lawfulness of Customer Data and for having the rights needed to submit it.

6. Intellectual property

The Services, including our software, design, content, trademarks, and the "Procupy" name and logo, are owned by Procupy and its licensors and are protected by intellectual-property laws. Subject to these Terms and timely payment, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your internal business purposes during your subscription. No other rights are granted by implication. If you send us feedback or suggestions, you grant us the right to use them without restriction or obligation.

7. Third-party services

The Services may integrate with or link to third-party services (such as identity providers, payment processors, or marketplaces like GeM). We are not responsible for third-party services, and your use of them is governed by their own terms.

8. Confidentiality

Each party may receive confidential information of the other. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This doesn't apply to information that is public, already known, independently developed, or required to be disclosed by law.

9. Service availability

We work to keep the Services available and performant, but we don't guarantee uninterrupted access. We may carry out maintenance and will aim to schedule significant planned downtime to minimise disruption. Any specific availability commitments will be set out in a separate service-level agreement where one applies to your plan.

10. Disclaimers

Except as expressly stated in these Terms, the Services are provided "as is" and "as available" to the fullest extent permitted by law. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Procupy is a tool to support your procurement decisions; it does not provide legal, tax, or financial advice, and you remain responsible for your buying, compliance, and approval decisions.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to the Services. Except for liability that cannot be limited by law, each party's total aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you to Procupy for the Services in the twelve (12) months preceding the event giving rise to the claim.

12. Indemnification

You agree to indemnify and hold Procupy harmless from claims, damages, and reasonable costs arising from your Customer Data, your use of the Services in breach of these Terms, or your violation of applicable law or third-party rights.

13. Term & termination

These Terms apply for as long as you use the Services. You may stop using the Services and close your account at any time. Either party may terminate for material breach that isn't cured within a reasonable notice period. On termination, your right to use the Services ends; we'll make Customer Data available for export for a limited period, after which it may be deleted as described in our Privacy Policy. Sections that by their nature should survive (including ownership, confidentiality, disclaimers, liability limits, and governing law) survive termination.

14. Governing law & disputes

These Terms are governed by the laws of India, without regard to conflict-of-laws principles. Subject to any applicable mandatory law, the courts at Bengaluru, Karnataka, India will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and you consent to that jurisdiction and venue. Before filing a claim, the parties agree to attempt in good faith to resolve any dispute informally.

15. Changes to these Terms

We may update these Terms from time to time. When changes are material, we'll update the effective date above and, where appropriate, notify you. Your continued use of the Services after an update means you accept the revised Terms. If you don't agree, stop using the Services.

16. Contact

Questions about these Terms? Email hello@procupy.com or reach us via our contact page.