Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement (the "Agreement") between the entity you represent ("Customer," "you," or "your") and Appziaa Softlabs Pvt Ltd ("proqureX," "we," "us," or "our"). This Agreement governs your access to and use of our procurement SaaS platform, our websites (such as proqurex.com), and all associated services, features, and content (collectively, the "Services").

By creating an account, executing an order form that references these Terms, or accessing or using the Services in any manner, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

This Agreement incorporates our Privacy Policy by reference. Please review it carefully to understand our data practices.

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Authorised User" means an individual, such as an employee or contractor of a Customer, who is authorised by the Customer to access and use the Services under the Customer's account.


• "Customer Data" means any data, information, content, records, and files that a Customer or its Authorised Users load, transmit to, or enter into the Platform, including any personal data.


• "Platform" means the software, hardware, and systems that proqureX uses to host and deliver the Services.


• "Open Commerce Portal" refers to the publicly accessible section of our Platform where Suppliers may showcase their products, inventory, and company details.


• "Supplier" or "Vendor" means a third-party entity that offers goods or services to Customers, whether through the Open Commerce Portal or as onboarded directly by a Customer.


• "Third-Party Integrations" are external services, such as Gmail, Slack, or Tally, that can be connected to the Platform by the Customer.

2.1. Licence Grant

Subject to your compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right for your Authorised Users to access and use the Services for your internal business operations during the subscription term.

2.2. Account Management and Security

You are responsible for all activities conducted under your account. You must ensure that all information provided during registration is accurate and kept current. You are solely responsible for maintaining the confidentiality of your account credentials and for restricting access to your account. You agree to notify us immediately of any unauthorised access or use of your account.

2.3. Customer Responsibilities

You are responsible for:

• The conduct of your Authorised Users and their compliance with this Agreement.


• The accuracy, quality, legality, and integrity of your Customer Data and the means by which you acquired it.


• Properly configuring and using the Platform and taking your own steps to maintain appropriate security, protection, and backup of your Customer Data.


• Obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services.

3.1. Neutral Facilitator

You acknowledge that proqureX provides a neutral platform to facilitate procurement and spend management. The Services, including the Open Commerce Portal, act as a marketplace to connect Customers and Suppliers.

3.2. No Party to Transactions

proqureX is not a party to any transaction or agreement entered into between a Customer and a Supplier. All commercial and contractual terms, including price, delivery, warranties, and payment, are agreed upon directly between the Customer and the Supplier. The contract for the sale of any goods or services is a strictly bipartite contract between the Customer and the relevant Supplier.

3.3. Disclaimer of Responsibility

proqureX does not control, endorse, or take any responsibility for the quality, legality, or safety of goods or services offered by Suppliers, the truth or accuracy of listings, or the ability of Suppliers to sell items or of Customers to pay for them. We are not responsible for any non-performance, breach of contract, or other disputes that may arise between you and any other user of the Platform (whether a Customer or a Supplier).

4.1. Subscription Fees

The Services are provided on a subscription basis, and fees are specified in your selected plan or order form. All fees are payable in advance of the subscription period and are non-refundable, except as expressly stated otherwise in this Agreement.

4.2. Payment Terms

You agree to provide us with valid and updated payment information and authorise us to charge your chosen payment method for all fees incurred. If any fees are not received by the due date, we reserve the right to suspend your access to the Services until the overdue amounts are paid in full.

5.1. Acceptable Use Policy

You agree not to, and not to permit your Authorised Users to:

• Use the Services for any illegal, fraudulent, or unauthorised purpose.


• Upload or transmit any content that is misleading, misrepresentative, or infringes upon the rights of others.


• Reverse engineer, decompile, or otherwise attempt to discover the source code of the Platform.


• Use the Services to build a competitive product or service.


• Transmit any viruses, malware, or other malicious code.


• Interfere with the security or integrity of the Platform.

5.2. Third-Party Integrations

By enabling a Third-Party Integration, you expressly authorise us to access and exchange Customer Data with that service on your behalf. Your use of any Third-Party Integration is governed by the terms of that third party. We are not responsible for the data handling practices or any act or omission of any Third-Party Integration provider.

6.1. Your Customer Data

As between you and proqureX, you retain all ownership, right, title, and interest in and to your Customer Data. We do not claim any ownership rights in your Customer Data. You grant us a worldwide, royalty-free licence to host, use, process, and display your Customer Data solely as necessary for us to provide the Services in accordance with this Agreement.

6.2. Data Processing

For any personal data within your Customer Data, you are the Data Fiduciary/Controller, and proqureX is the Data Processor. Our processing of such data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (DPA).

6.3. Anonymised and Aggregated Data

We may collect, analyse, and use anonymised and aggregated data derived from your use of the Services for analytics, benchmarking, and to improve our Services. This data will not identify you or any individual and will be owned by proqureX.

7.1. Our Intellectual Property

We own and retain all right, title, and interest in and to the Services, the Platform, and all related software, documentation, and intellectual property rights. No rights are granted to you other than as expressly set forth in this Agreement.

7.2. Feedback

If you provide us with any feedback or suggestions regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate such Feedback into our Services without any obligation to you.

Each party agrees to treat all non-public information received from the other that is designated as confidential or should reasonably be understood to be confidential as "Confidential Information." Each party will use a reasonable degree of care to protect Confidential Information and will not disclose it to any third party except as necessary to perform its obligations under this Agreement or as required by law.

proqureX will use commercially reasonable efforts to make the Services available with a high level of uptime. Specific service level commitments, if any, will be set forth in your applicable subscription plan or a separate Service Level Agreement (SLA). We will provide standard support for the Services as detailed on our website.

10.1. Term and Renewal

Your subscription will commence on the start date specified in your order and will continue for the selected term. Unless cancelled by either party, your subscription will automatically renew for successive periods of the same duration.

10.2. Termination

Either party may terminate this Agreement for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice. You may cancel your subscription at the end of the current term by providing notice in accordance with the cancellation policy on our website.

10.3. Effect of Termination

Upon termination, your right to access the Services will cease. You will have thirty (30) days to export your Customer Data. After this period, we will permanently delete your Customer Data in accordance with our Privacy Policy.

11.1. Mutual Warranties

Each party represents that it has the legal power to enter into this Agreement.

11.2. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

You agree to defend, indemnify, and hold harmless proqureX, its affiliates, and their respective officers, directors, and employees from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from your or your Authorised Users' use of the Services in violation of this Agreement or applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROQUREX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS, REVENUE, OR PROFITS).

We reserve the right to modify these Terms at any time. If we make material changes, we will provide you with at least thirty (30) days' notice through the Services or by email. Your continued use of the Services after the effective date of the changes constitutes your acceptance of the modified Terms.

This Agreement shall be governed by the laws of India. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the courts of New Delhi, India.

Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

Assignment: You may not assign this Agreement without our prior written consent.

Entire Agreement: These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between the parties.

If you have any questions about these Terms of Service, please contact us at: terms@proqurex.com