Terms ofService.

In these Terms, the following definitions apply:

• – “Platform” means any software product, web application, or service developed and operated by Procura Technologies Limited, including the Procura procurement governance platform and Ledgr accounting controls software.
• – “Client” means the organization or individual that has entered into a subscription agreement with Procura Technologies Limited.
• – “User” means any individual authorized by the Client to access and use the Platform under the Client's account.
• – “Subscription” means the recurring access rights granted to a Client under a paid plan.
• – “Subscription Fee” means the fees payable by the Client for access to the Platform as set out in the applicable order form or pricing schedule.
• – “Data” means all information, records, and content submitted to or processed through the Platform by the Client or its Users.
• – “Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

2.1 Account Registration

To access the Platform, the Client must register for an account by providing accurate, complete, and current information. The Client is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account. Procura Technologies must be notified immediately of any unauthorized use or suspected breach of account security.

2.2 Permitted Use

Subject to payment of applicable Subscription Fees and compliance with these Terms, Procura Technologies grants the Client a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for the Client's internal business operations during the applicable subscription period.

2.3 Prohibited Use

The Client must not, and must ensure its Users do not:

• – Use the Platform for any unlawful purpose or in violation of any applicable law or regulation
• – Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• – Copy, modify, distribute, sell, or sublicense the Platform or any part of it
• – Use the Platform to transmit any harmful, offensive, fraudulent, or unauthorized content
• – Attempt to gain unauthorized access to any part of the Platform or its infrastructure
• – Interfere with or disrupt the integrity or performance of the Platform
• – Remove or obscure any proprietary notices, branding, or labels on the Platform
• – Use the Platform to build a competing product or service

2.4 User Responsibilities

The Client is responsible for all Users accessing the Platform under its account, including ensuring Users comply with these Terms. The Client must promptly revoke access for any User who is no longer authorized or whose access may pose a security risk.

3.1 Subscription Tiers

Procura Technologies offers the Platform on a subscription basis. Available subscription tiers, features, and pricing are as published on our website at procuramw.com or as agreed in a separate order form. We reserve the right to modify pricing with reasonable prior notice.

3.2 Payment Terms

Subscription Fees are payable in advance for each billing period (monthly or annual, as selected). Fees are non-refundable except as expressly set out in our Refund Policy. All fees are exclusive of applicable taxes, levies, or duties, which shall be the Client's responsibility.

3.3 Late Payment

If any Subscription Fee remains unpaid beyond the due date, Procura Technologies reserves the right to suspend access to the Platform until outstanding amounts are settled. Procura Technologies may charge interest on overdue amounts at a rate of 2% per month or the maximum rate permitted by applicable law, whichever is lower.

3.4 Upgrades and Downgrades

Clients may upgrade their subscription plan at any time, with the change taking effect immediately. Downgrades will take effect at the start of the next billing period. Procura Technologies does not provide credits or refunds for unused portions of a billing period when downgrading.

4.1 Client Data Ownership

The Client retains full ownership of all Data submitted to the Platform. Procura Technologies does not claim any ownership rights over Client Data. The Client grants Procura Technologies a limited, non-exclusive licence to process and store Client Data solely for the purpose of providing the Platform and related services.

4.2 Data Processing

Procura Technologies will process Client Data in accordance with our Privacy Policy, which is incorporated into these Terms by reference. The Client warrants that it has obtained all necessary consents and authorizations required to submit Data to the Platform.

4.3 Data Security

Procura Technologies implements industry-standard technical and organizational security measures to protect Client Data against unauthorized access, loss, or disclosure. These measures include encrypted data transmission, role-based access controls, and audit logging. However, no method of electronic storage is completely secure, and Procura Technologies cannot guarantee absolute security.

4.4 Data Portability and Deletion

Upon request or upon termination of a subscription, Procura Technologies will provide the Client with a copy of its Data in a standard exportable format within 30 days. Following the export window, Procura Technologies will securely delete Client Data from its systems, subject to any legal retention obligations.

5.1 Platform Ownership

The Platform, including all underlying software, algorithms, designs, documentation, and related intellectual property, is and remains the exclusive property of Procura Technologies Limited. Nothing in these Terms transfers any intellectual property rights to the Client.

5.2 Feedback

If the Client provides feedback, suggestions, or ideas regarding the Platform, the Client grants Procura Technologies a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose, including improving the Platform, without any obligation or compensation to the Client.

5.3 Trademarks

The name “Procura”, “Ledgr”, “Procura Technologies Limited”, and associated logos are trademarks of Procura Technologies Limited. The Client may not use these marks without prior written consent.

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent. Each party will protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. These obligations survive termination of these Terms for a period of three years.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) must be disclosed by law or regulatory order, provided the disclosing party gives prompt notice where permitted.

7.1 Uptime Commitment

Procura Technologies targets a platform uptime of 99% measured on a monthly basis, excluding scheduled maintenance windows and events beyond our reasonable control. Scheduled maintenance will be communicated to Clients in advance where practicable.

7.2 Support

Technical support is available to all active Clients via email at info@procuramw.com. Support response times vary by subscription tier as detailed in the applicable service description. Procura Technologies does not guarantee resolution times for all issues.

7.3 Modifications to the Platform

Procura Technologies reserves the right to modify, enhance, or discontinue any feature of the Platform at any time. Where a modification materially reduces the core functionality of a paid subscription, Procura Technologies will provide reasonable prior notice and the affected Client may terminate their subscription and receive a pro-rata refund for the remaining subscription period.

8.1 Client Warranties

The Client represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) its use of the Platform will comply with all applicable laws and regulations; and (c) the Data submitted to the Platform does not infringe any third-party rights.

8.2 Platform Warranty

Procura Technologies warrants that the Platform will perform materially in accordance with its published documentation during the subscription period. Our sole obligation for breach of this warranty is to use reasonable efforts to correct the non-conformance.

8.3 Disclaimer

Except as expressly set out in these Terms, the Platform is provided “as is” and “as available”. Procura Technologies makes no other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Procura Technologies does not warrant that the Platform will be uninterrupted, error-free, or free from harmful components.

To the maximum extent permitted by applicable law, Procura Technologies shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill, arising out of or in connection with these Terms or the use of the Platform, even if advised of the possibility of such damages.

In no event shall Procura Technologies' total cumulative liability to the Client for all claims arising out of or related to these Terms exceed the total Subscription Fees paid by the Client in the twelve months immediately preceding the event giving rise to liability.

Nothing in these Terms excludes or limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be lawfully excluded.

The Client agrees to indemnify, defend, and hold harmless Procura Technologies Limited and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) the Client's or its Users' use of the Platform in breach of these Terms; (b) any Data submitted by the Client that infringes third-party rights; or (c) the Client's violation of any applicable law or regulation.

11.1 Term

These Terms commence on the date the Client first accesses the Platform and continue for the duration of the active subscription, unless earlier terminated in accordance with this section.

11.2 Termination by Client

The Client may terminate its subscription at any time by providing written notice to info@procuramw.com. Termination will take effect at the end of the current billing period. The Client will retain access to the Platform until that date. No refund will be issued for the remaining portion of the current billing period except as set out in the Refund Policy.

11.3 Termination by Procura Technologies

Procura Technologies may terminate or suspend the Client's access to the Platform immediately on written notice if: (a) the Client materially breaches these Terms and fails to remedy the breach within 14 days of notice; (b) the Client fails to pay Subscription Fees when due; (c) the Client becomes insolvent, enters administration, or is subject to liquidation proceedings; or (d) continued provision of the Platform would expose Procura Technologies to legal liability.

11.4 Effect of Termination

Upon termination, all licences granted to the Client under these Terms will immediately cease. The Client must discontinue all use of the Platform. Data retrieval rights as described in Section 4.4 will apply. Sections relating to intellectual property, confidentiality, liability, indemnification, and governing law will survive termination.

These Terms are governed by and construed in accordance with the laws of the Republic of Malawi. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiations between the parties. If not resolved within 30 days, disputes shall be referred to the courts of Malawi, which shall have exclusive jurisdiction.

13.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, representations, and understandings.

13.2 Amendments

Procura Technologies reserves the right to amend these Terms at any time. Material changes will be communicated to Clients via email or in-platform notification at least 14 days before taking effect. Continued use of the Platform after the effective date of changes constitutes acceptance.

13.3 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's rights to enforce such provision in the future.

13.4 Severability

If any provision of these Terms is found to be unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of Procura Technologies. Procura Technologies may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

13.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, government action, or internet infrastructure failures.

13.7 Notices

All formal notices under these Terms must be in writing and delivered to info@procuramw.com (for notices to Procura Technologies) or to the email address registered on the Client's account. Notices are deemed received on the next business day after sending.

For any questions regarding these Terms of Service, please contact: