Last Updated: July 30, 2025
These Terms and Conditions ("Terms") govern your access to and use of the Procure To Pay VMS software solution ("Software") provided by Procure To Pay ("Provider," "we," "us," or "our"). By accessing, deploying, or using the Software, you ("Customer," "you," or "your" business) agree to be bound by these Terms. If you do not agree to these Terms, do not use the Software.
Procure To Pay VMS is a comprehensive web-based and/or on-premise deployable Vendor Management Software solution designed for businesses, particularly within the manufacturing sector, to streamline their vendor and procurement processes. The Software includes modules for vendor profile management, onboarding, order tracking, invoice management, and other related functionalities.
The Software supports both web-based (hosted by the Customer on their own servers) and on-premise deployment options. The Customer is responsible for the provision, maintenance, and security of the server infrastructure for both deployment types, unless otherwise explicitly agreed upon in a separate service agreement.
In addition to the Software license, the Provider offers the following services, which may be subject to separate agreements and fees:
Upon payment of the applicable fees, the Provider grants the Customer a non-exclusive, non-transferable, limited license to use the Software solely for its internal business operations during the subscription term. The Customer is responsible for hosting and managing the Software environment, including user access and data.
Customer users (including their authorized internal staff and invited vendors) will access the Software via a portal that is hosted and managed by the Customer on their own servers. The Provider does not host user accounts or access points directly.
Access to and use of the Software is provided on a monthly subscription basis, as detailed in a separate Subscription Agreement or order form.
A one-time implementation fee is applicable for the initial setup and deployment of the Software. Any requests for customisations will incur additional fees, as agreed upon between the Customer and the Provider.
All fees are payable in accordance with the terms specified in the Subscription Agreement or invoice. Failure to pay fees on time may result in suspension or termination of access to the Software and/or services.
The Customer is solely responsible for:
The Customer retains full ownership of all data entered into the Software by the Customer or its users. The Provider does not claim any ownership rights over such data.
All user and business data entered into the Software is stored on the Customer's own servers. The Customer is solely responsible for the storage, security, backup, and protection of all data residing on their servers where the Software is deployed. The Provider is not responsible for data breaches or data loss originating from the Customer's infrastructure.
All intellectual property rights in the Software, including but not limited to copyrights, patents, trademarks, and trade secrets, belong exclusively to the Provider. The Customer is granted only a limited license to use the Software in accordance with these Terms.
THE SOFTWARE AND ANY ASSOCIATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SOFTWARE; (C) ANY CONTENT OBTAINED FROM THE SOFTWARE; AND (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL THE PROVIDER'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE OR SERVICES EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE LICENSE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
We may terminate or suspend your access to the Software immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Software will immediately cease.
These Terms shall be governed and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.
Any dispute, controversy, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach, or termination thereof, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. By continuing to access or use our Software after those revisions become effective, you agree to be bound by the revised terms.
If you have any questions about these Terms, please contact us at legal@procuretopay.tech.