Terms and conditions

Acceptance of Terms:

This page (together with the documents referred to on it) sets out the terms and conditions (the “Terms”) upon which Procurie provides the Platform and the Services to you (as such terms are defined below). Please read these Terms carefully before you use the Platform or the Services. By ticking the “I have read and accept Procurie’s Terms and Conditions” box when engaging Procurie you indicate that you accept these Terms and that you agree to abide by them.

These Terms were last updated on 26th May 2025.

Information About Us

The Platform is owned and operated, and the Services are provided, by Procurie Limited, incorporated in England and Wales with company number 15926966 and having its registered office at 52 Village Way, Pinner, Middlesex, United Kingdom, HA5 5AF (“we”, “us”, “our” or “Procurie”).

Interpretation

The following definitions shall apply in these Terms:

• Large Language Model (the “LLM”): Frontier models used to perform Artificial Intelligence (the “AI”) tasks.
• Additional Services: any additional or ancillary services beyond the standard package offered by Procurie to its customers (including without limitation customised integration services, Platform customisations, consultancy services and enhanced support services) provided by Procurie to the Customer from time to time.
• Additional Services Fees: the fees payable by the Customer to Procurie for the Additional Services which shall be charged at Procurie’s prevailing rates.
• Authorised Users: those employees and staff of the Customer who are authorised by the Customer to access and use the Platform.
• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Calculation Fees: the total fees payable by the Customer to Procurie for the LLM usage, LLM Credit, plus any platform or services fee, charged in accordance with order form/ contract signed with signed with the customer and usage of the system.
• LLM usage fee Calculations: the automated calculations carried out by the Procurie API or Platform which allow the Customer to measure the estimated cost of LLM usage.
• Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, candidates, affairs and / or finances of a Party for the time being confidential to that Party.
• Contract: the contract between Procurie and the Customer for the provision of the Platform and the Services as governed by these Terms, together with any additional terms as mutually agreed in writing by the Parties from time to time.
• Credits: the LLM usage fees credits available to purchase for future use.
• Customer: you, the entity that has engaged Procurie to provide the Platform and the Services.
• Documentation: the documentation made available by Procurie from time to time in connection with the Customer’s use of the Platform.
• End Users: The Customer’s end users.
• Fees: The platform fees, LLM usage credits, LLM usage fees.
• Go-Live Date: the earlier of the date that (i) the Customer and its Authorised Users are granted access to the Platform, or (ii) the commencement of the Services.
• Initial Subscription Term: the initial term of the Customer’s subscription for access to and use of the Platform and/or LLM usage being 12 months from the Go-Live Date.
• Integration Services: the services required to integrate the Platform into the Customer’s products or services using the Procurie API.
• Intellectual Property Rights: all current and future copyright, rights in computer software, patents, prompts, rights to inventions, trademarks, databases rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), rights in designs, topographies, trade and business names, domain names, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• IT System: the IT hardware, software and infrastructure used by the Customer and which is used in connection with, or integrates with, the Platform and/or Procurie API.
• Procurie API: Procurie’s proprietary application programming interface software.
• Parties: Procurie and the Customer (each a “Party”).
• Partner: a third-party company that Procurie has partnered with and from whom the Customer can purchase the platform or services from Procurie.
• Platform: Procurie’s proprietary AI powered workflow & data apps software.
• Platform Fees: the total fees payable by the Customer to Procurie for access to and use of the Platform, as agreed between Procurie and the Customer, not including LLM usage fee.
• Agent: a single step involving LLM or a workflow with multiple LLM and non-LLM steps.
• Workflow: a series of steps created with or without LLM usage.
• Task: a transaction/ process initiated by the user using an agent
• Promotional Purposes: as defined in clause 13.2.
• Renewal Period: as defined in clause 19.1.
• Services: the Integration Services, Software Services and any Additional Services.
• Software: the online software applications provided by Procurie as part of the Platform.
• Software Services: those services to make the Platform available to the Customer on a software as a services (SaaS) basis or any custom development.
• Subscription Term: The Initial Subscription Term together with any subsequent Renewal Periods.
• Supported Browser: the most current supported production release of: (i) Google Chrome; (ii) Mozilla Firefox; (iii) Apple Safari; and (iv) Microsoft Internet Explorer.
• Third-Party Content: as defined in clause 7.6 and 18.1.
• Third-Party Software: any third-party software incorporated into the Platform including, but not limited to, open-source software components and LLMs.

These Terms

• These Terms, which are made available on Procurie’s website, apply to all Services provided by Procurie to the Customer and the Customer’s use of the Platform through direct access or via APIs.
• These Terms are current as at the date set out at the start of these Terms. Procurie reserves the right to update these Terms from time to time by posting an updated version of these Terms (“Updated Terms”) on Procurie’s website or by notifying the Customer in writing of the Updated Terms at least 45 days before they come into force.
• If the Customer does not wish to accept the Updated Terms, the Customer may terminate this Contract by giving Procurie at least 30 days’ written notice provided that such notice expires before the Updated Terms come into force.
• If the Customer does not serve notice on Procurie to terminate this Contract in accordance with clause 3.3, the Customer shall be deemed to have accepted the Updated Terms, and the Customer’s use of the Platform and the Services shall be subject to the Updated Terms from the date they come into force.
• These Terms will prevail over any other document (including the Customer’s own terms and conditions) put forward by the Customer.

Platform and the Services

• The Platform can be accessed by customer directly at app.procurie.com or can be built into the Customer’s services or products using the Procurie API to allow use of agents in customers products.
• Procurie shall make the Platform available to the Customer during the Subscription Term in accordance with these Terms.
• If the Platform is provided on a “white label” basis, either: Procurie shall customise and brand the Platform for the Customer as part of the Additional Services; or as agreed in in writing by the Parties, provided that the Platform shall always include the wording “Powered by Procurie” in a form acceptable to Procurie.
• Depending on Customer requirements, Procurie shall also provide some or all of the following services:
  • the Integration Services;
  • the Software Services;
  • the Support Services; and/or
  • any Additional Services.
• The Contract shall not prevent Procurie from entering into similar agreements with third parties, or from selling or licensing platform and/or services which are similar to those provided under the Contract with the Customer.

Licence

• Subject to the Customer complying with these Terms, Procurie grants the Customer a non-exclusive, non-transferrable licence, without the right to grant sub-licenses, to permit the Authorised Users to access and use the Platform during the Subscription Term of this Contract solely for the Customer’s own business purposes.
• In relation to the Authorised Users, the Customer undertakes that:
  • each Authorised User shall keep a secure password for their use of the Platform, and that each Authorised User shall keep their password confidential;
  • it will ensure no Authorised User’s password is discovered by an unauthorised person;
  • it shall promptly provide Procurie with the names and contact details of each Authorised User upon request;
• The rights granted under this clause 5 are granted to the to the Customer only, and are not granted to any group company of the Customer.

Licence Restrictions

• The Customer shall not and shall ensure that its Authorised Users or End Users shall not, access, store, distribute or transmit any viruses, or any material during the course of its use of the Platform or the Services that is unlawful or may damage or detrimentally affect the performance of the Platform, the Services and/or the reputation of Procurie. Procurie reserves the right, without liability or prejudice to its other rights against the Customer, to cease provision of the Services and disable the Customer’s access to the Platform immediately and without notice if it breaches this clause 6.1.
• The Customer shall not (nor attempt to):
  • copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Procurie API, Software and/or the Documentation in any form or media or by any means; or
  • de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Procurie API or Software;
  • use the Platform or the Services for any purpose except for the purposes of its Contract with Procurie;
  • access all or any part of the Platform or the Services in order to build a product or service which competes with the Platform and/or the Services;
  • subject to clause 22.6, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or the Services available to any third party except the Authorised Users; or
  • attempt to obtain, or assist third parties in obtaining, access to the Platform other than in accordance with clause 5.
• The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and the Services and, in the event of any such unauthorised access or use, shall promptly notify Procurie.

Use of Large Language Model

• Procurie retains the right to select the model required for given task or at the platform level and can change the LLM as needed as a part of the standard software changes.
• The Platform will display the available LLM usage credit vs consumed so that the customer can plan against the requirements of the future and purchase more usage credits as needed.
• LLM usage will be capped to ensure controlled use in case of non-credit arrangement and will be mutually agreed with the customer.
• Procurie will subsequently invoice the Customer for the LLM Usage Credit Fees in accordance with clause 8 of these Terms.
• Procurie may, as mutually agreed with the Customer from time to time, impose a minimum purchase obligation in respect of the number of LLM Usage Credits that it purchases over a set period.
• By accessing and/or using the Platform, the Customer agrees that Procurie is not responsible or liable for any Third-Party Content such as the LLM output or for the actions of any Partners or other entities that provide or use such Third-Party Content. Procurie has no control over the Third-Party Content and Procurie does not monitor, verify, censor or edit any Third- Party Content.
• When the Customer accesses or uses Third-Party Content, it accepts there are risks in doing so. Procurie encourages the Customer to be aware when it leaves the Platform and to read the terms and conditions and privacy policy applicable to the Third-Party Content it accesses or uses.

Fees and payment

• The Customer shall pay Procurie the Fees in accordance with the terms of this Contract.
• Procurie shall invoice the Customer for any:
  • Platform Fee, annually in advance
  • LLM usage Fees, monthly in arrears
  • LLM Usage Credit Fees, Monthly/ Annually in advance
  • Software Services Fee, monthly in arrears
  • Integration Services Fee, monthly in arrears
  unless otherwise agreed between Procurie and the Customer in writing. Each of the Fees listed above in this clause 8.2 are distinct and agreed with the Customer separately from one another. Procurie will only charge the Customer for the relevant Fees it has incurred (or will incur) in respect of the Services provided (or to be provided).
• The Customer shall pay Procurie’s invoices within 14 days of the date of the invoice.
• If Procurie has not received payment by the due date, and without prejudice to any other rights and remedies it may have, Procurie may:
  • without liability to the Customer, disable the Customer’s password, account and access to all or part of the Platform and the Services and Procurie shall be under no obligation to reinstate access while the invoice(s) remain unpaid and the Customer shall continue to pay the Fees to Procurie in accordance with the terms of this Contract notwithstanding that the Platform and the Services may be unavailable and inaccessible; and/or
  • charge the Customer interest on the overdue amount at the rate of 4% above the Bank of England’s base rate from time to time.
• Except where otherwise agreed between Procurie and the Customer, all amounts and fees stated or referred to in the Contract shall be payable in pounds sterling and are exclusive of value added tax (which shall be added to Procurie’s invoices at the applicable rate).

Customer Obligations

The Customer shall:

• provide Procurie with such co-operation, assistance, information, data and documentation as Procurie may reasonably request;
• comply with all applicable laws and regulations;
• ensure that the Authorised Users use the Platform and the Services in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User’s breach of this Contract;
• obtain and shall maintain all necessary licences, consents, and permissions necessary for Procurie, its contractors and agents to perform their obligations under this Contract;
• ensure that its network and systems comply with the relevant specifications provided by Procurie in order to access and use the Platform or Procurie API and receive the benefit of the Services;
• be solely responsible for procuring, maintaining and securing its internet browser, and its network connections and telecommunications links from its systems to Procurie’s (and Procurie’s suppliers’) data centres, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s internet browser, network connections or telecommunications links or caused by the internet.

Where Procurie’s performance of this Contract is prevented or delayed by any act or omission of the Customer, its officers, employees, consultants, agents, agency workers or subcontractors, Procurie shall be allowed an equal extension of time to perform its obligations, and the Customer shall pay Procurie the Fees on the date(s) they would have become due but for the prevention or delay and the Customer shall pay Procurie the Additional Services Fees at Procurie’s prevailing standard rates for any Additional Services performed by Procurie in dealing with the prevention or reducing the delay.

Procurie Obligations

Procurie undertakes that:

• the Platform and Procurie API will perform substantially in accordance with the Documentation;
• it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under this Contract;
• it has and will at all times have the ability and capacity to perform all of its obligations under this Contract; and
• it will at all times comply with all applicable laws and regulations.

• The undertaking at clause 10.1(a) shall not apply to the extent of any non- conformance which is caused by use of the Platform or Procurie API contrary to Procurie’s instructions or these Terms or by the use of the Platform with a browser other than a Supported Browser. If the Platform or Procurie API does not conform with the undertaking at clause 10.1(a), Procurie will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1(a).
• Procurie shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
• Each Party warrants that it has full capacity and authority, and all necessary licenses, permits and consents to enter into and perform this Contract.
• The undertakings provided in this clause 10 are in lieu of all warranties, rights and remedies provided by law which are hereby excluded to the fullest extent permitted by applicable law.

The Customer’s Systems

• The Customer acknowledges and agrees that the Platform and the Services are made available to the Customer based on the IT System used by the Customer as at the date that Customer enters into this Contract. If the Customer makes any changes to the IT System (“New IT System”), the Customer:
  • shall promptly notify Procurie and provide Procurie with full details of the New IT System;
  • acknowledges and agrees that the Customer may not be able to access all or part of the Platform or the functionality of the Platform or Procurie API; and
  • acknowledges and agrees that Procurie may charge the Customer the Additional Services Fees at Procurie’s prevailing standard rates for any Additional Services performed by Procurie to reconfigure or reintegrate the Platform or Procurie API for use with the Customer’s New IT System.
• Where the Customer makes changes to its’ IT System, the Customer acknowledges and agrees that the Customer shall remain liable to pay the Fees to Procurie in full in accordance with the terms of this Contract notwithstanding any degradation or unavailability of the Platform caused by the change to the New IT System.
• The Customer warrants and represents that the IT Systems’ use and integration with the Platform will not infringe the Intellectual Property Rights of any third party. The Customer shall indemnify Procurie for all claims, costs, damages and expenses (including legal expenses) incurred by Procurie as a result of the Customer’s breach of the warranty in this clause 11.3.

Updates

Procurie reserves the right to:

• update and upgrade the Platform from time to time, and the Customer shall be responsible for activating any new functionality within the Platform following an update or upgrade;
• make other changes and modifications to the Platform and/or Services from time to time with or without notice to the Customer provided that such changes and modifications do not permanently and materially degrade the functionality or performance of the Platform or Services; and
• update the list of Supported Browsers from time to time, and the Customer shall be responsible for ensuring it accesses and uses the Platform via a Supported Browser

Intellectual Property

• The Customer acknowledges and agrees that Procurie and/or its licensors retain all title, rights and interest in and to the Intellectual Property Rights in the Platform, Procurie API, Software, Prompts and the Services. Except as expressly stated herein, these Terms do not grant the Customer any rights to the Intellectual Property Rights in or to the Platform or the Services.
• If the Customer has elected to integrate the Procurie API with its IT System, Procurie grants the Customer a non-exclusive, royalty-free, worldwide, non-transferrable, non- sublicensable, revocable licence for the Subscription Term of the Contract to use Procurie’s name and logo on the Customer’s “white label” Platform.
• The Customer grants Procurie a non-exclusive, royalty-free, worldwide, transferrable, sub-licensable, perpetual and irrevocable licence to use the Customer’s:
  • Intellectual Property Rights solely for the purpose of branding and customising a “white label” Platform in accordance with clause 4.3 of these Terms; and
  • the Customer’s name and logo on Procurie’s website, in marketing materials and in case studies for the purposes of promoting the Platform and the Services to Procurie’s other actual and potential clients and customers (the “Promotional Purposes”).
• The Customer shall indemnify Procurie for any and all losses suffered by Procurie arising directly or indirectly as a result against any claim that Procurie’s use of the Customer’s Intellectual Property Rights, name and logo infringes the Intellectual Property Rights of any third party.
• Procurie shall defend the Customer against any claim that the Platform infringes any Intellectual Property Rights of any third party (“Claims”), and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such Claims, provided that:
  • Procurie is given prompt notice of all such Claims;
  • the Customer does not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Procurie;
  • the Customer promptly provides reasonable co-operation and assistance to Procurie and its professional advisors in the defence and settlement of such Claim; and
  • Procurie is given sole control over, and authority to defend or settle, the Claim.
• In the defence or settlement of any Claim, Procurie may procure the right for the Customer to continue using the Platform, replace or modify the Platform so that it becomes non- infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days’ notice to the Customer without any liability to the Customer and Procurie shall refund the Customer any Fees on a pro-rata basis to the extent they relate to the post-termination period of this Contract.
• In no event shall Procurie, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
  • a modification of the Platform by anyone other than Procurie;
  • the Customer’s use of the Platform in a manner contrary to the instructions given to the Customer by Procurie;
  • the Customer’s use of the Platform after notice of the alleged or actual infringement from Procurie or any appropriate authority; or
  • any information, data, documentation, materials or other items provided by the Customer, or created to the Customer’s instructions or specifications.
• The foregoing and clause 13.6 state the Customer’s sole and exclusive rights and remedies, and Procurie’s entire obligations and liability, for infringement of any Intellectual Property Rights of any third party.

Third-Party Software

• The Platform incorporates Third-Party Software. If any Third-Party Software is permanently or temporarily unavailable, or ceases to be available on terms which Procurie deems to be commercially acceptable, Procurie may remove / change that Third-Party Software from the Platform and, without liability to the Customer:
  • make such modifications to the Platform and/or the Services as Procurie determines are needed as a result of the removal of the Third-Party Software; or
  • where Procurie determines that the Third-Party Software is fundamental to the Platform and cannot be easily and cost-effectively replaced, Procurie may terminate this Contract by giving the Customer at least 5 Business Days’ notice and Procurie shall refund the Customer any Fees on a pro-rata basis to the extent they relate to the post-termination period of this Contract.
• Nothing in this clause 14 shall relieve the Customer of its obligation to pay Procurie for the use of the platform for the time until the unavailability of the third-party software.

Confidentiality

• Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Contract. A Party’s Confidential Information shall not be deemed to include information that:
  • is or becomes publicly known other than through any act or omission of the receiving Party;
  • was in the other Party’s lawful possession before the disclosure;
  • is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or
  • is independently developed by the receiving Party, which independent development can be shown by written evidence.
• Subject to clause 15.3, each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than for the implementation of this Contract.
• The receiving Party may disclose the other’s Confidential Information:
  • to its officers, employees, consultants, agents, agency workers and subcontractors who need to receive the Confidential Information for the purposes of this Contract (“Representatives”) provided that the receiving Party ensures its Representatives comply with this clause 15 as though they were the receiving Party; or
  • to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
• Nothing in this Contract shall prevent Procurie referring to the Customer or to the Services provided to the Customer on Procurie’s website, in marketing materials or in case studies for Promotional Purposes provided that Procurie does not reveal any Confidential Information of the Customer.
• The above provisions of this clause 15 shall survive termination of the Contract, however arising.

Data Protection

• During the Subscription Term of this Contract, the Customer will share with Procurie a limited amount of personal data related to the Authorised Users and End Users. Procurie, in its capacity as data controller, shall process such personal data in accordance with these Terms and its privacy policy available at: https://procurie.com/privacy-policy-2/.
• It is the Customer’s responsibility to ensure that its Authorised Users and End Users are aware of, and have been provided a copy of, Procurie’s privacy policy.

Data analytics

• Procurie reserves the right to perform data analytics on the Customer and Authorised User’s use of the Platform and to create anonymous data from such analytics (“Aggregate Data”).
• Procurie shall own all right, title and interest in and to the Aggregate Data (and the Intellectual Property Rights in the Aggregate Data) and Procurie may use the Aggregate Data for any purpose without restriction, including for the purposes of:
  • providing the Platform and the Services to the Customer in accordance with the terms of this Contract;
  • developing insights into purchasing behaviours (“Insights”);
  • developing Procurie’s products and services for the benefit of Procurie and Procurie’s other clients and customers; and
  • providing Procurie’s products and services, and the Insights to Procurie’s other clients and customers (provided the Insights are anonymised).

Limitation of Liability

The Customer acknowledges and agrees that:

• all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law in respect of the Platform or the Services are, to the fullest extent permitted by applicable law, excluded from this Contract;
• the Platform and the Services are provided to the Customer on an “as is” basis and have not been specifically designed for the Customer;
• the Customer is solely responsible for the Customer’s use of the Platform including any decisions as to the suitability of any Projects and as to the placing of Orders for Credits or Future Credits in relation to such Projects;
• the Customer is solely responsible for any decisions taken based on the results of the LLM output; and
• Procurie does not warrant that the Third-Party Content is accurate or complete, and, therefore, Procurie shall have no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of any of those matters.

Limitation of Liability

Nothing in these Terms limits or excludes the liability of Procurie for:

• death or personal injury caused by Procurie’s negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which cannot be lawfully limited or excluded.

Subject to clause 18.2:

• Procurie shall not be liable whether in contract (including under any indemnity), tort (including for negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any:
  • loss of profits;
  • loss of business;
  • damage to goodwill or reputation;
  • loss or corruption of data or information;
  • pure economic loss, or for any special; or
  • indirect, consequential or special loss, costs, damages, charges or expenses,
  in each case however arising under or in connection with this Contract and for the avoidance of doubt clause 18.3(a)(i) to clause 18.3(a)(v) (inclusive) shall apply whether the loss or damage is direct, indirect, consequential, special or otherwise; and
• Procurie’s total aggregate liability in contract (including under any indemnity), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the performance or contemplated performance of the Contract shall be limited to the total aggregate Fees paid by the Customer to Procurie under the Contract during the 12 months immediately preceding the date on which the claim arose.

Term and Termination

Except where otherwise agreed between Procurie and the Customer, the Contract shall commence on the Go-Live Date and shall continue for the Initial Subscription Term and, thereafter, this Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”) unless otherwise terminated by either Party in accordance with these Terms. Without affecting any other right or remedy available to it, either Party may terminate this Contract with immediate effect by giving written notice to the other Party if:

• the other Party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due; or
• the other Party has a receiver or an administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other Party becomes subject to an administration order or enters into any voluntary arrangement with its creditors.

Without limiting any other rights or remedies available to it, Procurie may terminate the Contract on at least 7 days written notice to the Customer if the Customer fails to pay any amount due to Procurie under this Contract and remains in default not less than 7 days after being notified in writing to make such payment. On termination of this Contract for any reason:

• all amounts payable to Procurie by the Customer shall become immediately due and owing (including, if applicable, any shortfall in the Customer’s failure to meet its minimum purchase obligations during the Subscription Term pursuant to clause 8);
• except for the perpetual licence granted under clause 13.3:
  • all licences granted under this Contract shall immediately terminate and the Customer shall immediately cease all use of the Platform, Procurie API, Software the Services and the Documentation;
  • each Party shall promptly return and make no further use of the property, documentation and other items belonging to the other Party;
  • each Party shall promptly return the other Party’s Confidential Information;
  • any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination shall not be affected or prejudiced; and
  • all clauses which expressly or by implication survive the expiry or termination of this Contract shall continue in full force and effect.

Notices

Any notice given to a Party under or in connection with this Contract shall be in writing and shall be:

• delivered to (i) for Procurie: pavithra.sreeram@procurie.com; and (ii) for the Customer: at email address notified to Procurie from time to time.
• notice is to be made 60 days before the proposed end of the contract after the initial term.

Any notice shall be deemed to have been received: at 9.00 am on the next Business Day after transmission provided a “failed transmission” notification (or equivalent) is not received by the sender. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Force Majeure

Procurie shall have no liability to the Customer under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Procurie or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Procurie or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

General

• Subject to clause 3, no variation of this Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
• No failure or delay by a Party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
• If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
• This Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• Each Party acknowledges that in entering into this Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
• The Customer shall not, without the prior written consent of Procurie, assign, transfer, charge, sub-contract or deal any other manner with all or any of its rights or obligations under this Contract. Procurie may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.
• Nothing in these Terms is intended to or shall operate to create a partnership between the Parties or authorise Party to act as agent for the other Party except as expressly set out.
• This Contract does not confer any rights on any third party whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
• The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
• Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

or any purpose without restriction, including for the purposes of:

• providing the Platform and the Services to the Customer in accordance with the terms of this Contract;
• developing insights into purchasing behaviours (“Insights”);
• developing Procurie’s products and services for the benefit of Procurie and Procurie’s other clients and customers; and
• providing Procurie’s products and services, and the Insights to Procurie’s other clients and customers (provided the Insights are anonymised).