Terms & Conditions of Use

1. INTRODUCTION

These Terms and Conditions of Use ("Terms") constitute a legally binding agreement between DigiPro Solutions Private Limited, a company incorporated under the Companies Act, 2013 ("DigiPro", "Company", "we", "us" or "our"), and any person, company, organisation, partnership, proprietorship or other legal entity accessing or using Procurify.in ("Procurify", "Platform", "Website or "Service").

Procurify is a technology-enabled B2B procurement SaaS platform and marketplace operated by DigiPro that facilitates interactions between registered buyers and sellers of industrial goods and services.

Through Procurify, registered users may, subject to these Terms:

• list and offer industrial goods and services;
• discover products and services;
• directly procure listed goods/services;
• raise Requests for Quotation ("RFQs") for listed or unlisted goods/services;
• receive and compare quotations;
• communicate with counterparties;
• negotiate commercial terms;
• issue or receive purchase orders;
• track procurement workflows;
• update order and payment status;
• maintain procurement records; and
• use other procurement-related features made available by DigiPro.

IMPORTANT: DigiPro is a technology platform provider. Unless expressly agreed otherwise in writing, DigiPro is not the seller, buyer, manufacturer, distributor, supplier, transporter, payment intermediary, escrow agent, guarantor, insurer or agent of any Buyer or Seller using Procurify.

The commercial transaction for goods or services is principally between the relevant Buyer and Seller.

By accessing, registering with or using Procurify, you agree to be legally bound by these Terms, the Privacy Policy, Cancellation Policy and other policies published on Procurify.

If you do not agree to these Terms, you must not use Procurify.

2. DEFINITIONS

2.1 "Buyer"

means a registered business user or authorised representative using Procurify to purchase or procure goods or services from Sellers.

2.2 "Seller"

means a registered business user, manufacturer, distributor, service provider, supplier or other entity offering goods or services through Procurify.

2.3 "User"

means any individual accessing or using Procurify, including Buyers, Sellers, administrators, employees, representatives and authorised personnel.

2.4 "Business Customer"

means an organisation subscribing to or otherwise using Procurify for its procurement or business operations.

2.5 "Content"

means information, text, images, documents, specifications, product descriptions, quotations, prices, communications, reviews, documents and other materials uploaded, submitted or transmitted through Procurify.

2.6 "Transaction"

means a commercial purchase, sale, supply or procurement transaction between a Buyer and Seller facilitated or managed through Procurify.

2.7 "RFQ"

means a request for quotation raised by a Buyer through Procurify for specified goods or services.

3. ELIGIBILITY AND AUTHORITY

3.1 Procurify is intended primarily for business and commercial users.

3.2 By registering on Procurify, the User represents and warrants that:

a. the User is legally competent to enter into contracts under applicable Indian law;

b. where acting on behalf of an organisation, the User has authority to bind that organisation;

c. all information provided during registration is true, accurate, complete and current;

d. the User shall maintain the accuracy of such information; and

e. the User shall use Procurify only for lawful business purposes.

3.3 DigiPro may require additional documentation to verify the identity, business existence or authority of a User.

3.4 DigiPro may reject, suspend or terminate registration where information provided is inaccurate, misleading, fraudulent, incomplete or otherwise inconsistent with its verification requirements.

4. NATURE OF PROCURIFY

4.1 Procurify is a technology-enabled procurement platform.

4.2 DigiPro provides the technology infrastructure through which Buyers and Sellers may interact and conduct procurement activities.

4.3 Unless specifically stated otherwise, DigiPro does not itself:

• manufacture products;
• own inventory listed by Sellers;
• purchase products from Sellers for resale;
• guarantee product quality;
• guarantee service quality;
• determine the commercial terms between Buyer and Seller;
• take title to goods;
• act as a transporter;
• provide warranties on Seller products;
• act as an escrow agent;
• hold purchase consideration on behalf of Sellers;
• guarantee payment by Buyers;
• guarantee delivery by Sellers; or
• guarantee performance of either party.

4.4 A Buyer and Seller may enter into a separate contractual relationship in respect of each Transaction.

4.5 The terms agreed between Buyer and Seller, including specifications, quantity, price, taxes, delivery, warranty, payment and cancellation terms, shall govern the relevant Transaction to the extent they do not conflict with mandatory applicable law.

5. REGISTRATION AND ACCOUNT

5.1 Certain Procurify features require registration.

5.2 Users shall provide accurate and complete information.

5.3 Each User shall maintain the confidentiality of its login credentials.

5.4 Users shall immediately notify DigiPro of:

• unauthorised access;
• suspected credential compromise;
• fraudulent activity; or
• unauthorised use of their account.

5.5 A User shall not:

• impersonate another person or entity;
• create an account using false information;
• create multiple accounts to circumvent restrictions;
• share credentials with unauthorised persons; or
• permit unauthorised persons to use its account.

5.6 DigiPro may suspend or restrict an account where reasonably necessary for security, compliance, investigation or protection of the Platform and its Users.

6. SELLER TERMS

6.1 Sellers may list eligible industrial goods and services on Procurify subject to applicable Platform requirements.

6.2 Sellers shall ensure that all listings are:

• accurate;
• complete;
• current;
• legally permissible;
• appropriately described; and
• not misleading.

6.3 Sellers shall provide accurate information concerning:

• product specifications;
• quantity;
• pricing;
• taxes;
• delivery timelines;
• warranties;
• certifications;
• availability;
• applicable standards; and
• other material characteristics.

6.4 Sellers are solely responsible for ensuring that products/services offered through Procurify comply with applicable Indian laws, regulations, licences, standards and industry requirements.

6.5 Sellers shall not list prohibited, unlawful, counterfeit, stolen, unsafe or unauthorised goods.

6.6 DigiPro may remove, suspend or reject any listing that it reasonably believes violates applicable law, these Terms, Platform policies or legitimate safety/security requirements.

7. BUYER TERMS

7.1 Buyers shall provide accurate procurement requirements.

7.2 Buyers are responsible for reviewing:

• product specifications;
• quotation details;
• pricing;
• taxes;
• delivery terms;
• warranties;
• Seller information;
• technical specifications;
• commercial conditions; and
• other Transaction terms before placing an order.

7.3 A Buyer shall not knowingly raise fraudulent, fictitious or commercially abusive RFQs.

7.4 Buyers shall ensure that purchase orders and other instructions are issued by duly authorised representatives.

8. RFQ PROCESS

8.1 Procurify may permit Buyers to raise RFQs for products/services listed on the Platform or for products/services not presently listed.

8.2 DigiPro may circulate an RFQ to eligible Sellers or make it available through the Platform.

8.3 Sellers may submit quotations in response to an RFQ.

8.4 Receipt of a quotation does not automatically constitute acceptance or creation of a binding Transaction.

8.5 A Transaction shall become binding between Buyer and Seller according to the manner in which the parties accept or otherwise contract with each other.

8.6 DigiPro does not guarantee that an RFQ will receive any quotation or that any quotation will result in a Transaction.

9. PRODUCT AND SERVICE INFORMATION

9.1 Product/service information displayed on Procurify may be supplied by Sellers.

9.2 DigiPro does not independently verify every representation, specification, certification, quality claim or commercial statement made by Sellers.

9.3 Buyers are responsible for conducting appropriate due diligence before entering into a Transaction.

9.4 Where DigiPro provides verification or certification-related features, such verification shall not be construed as an absolute guarantee of product quality, legal compliance or Seller performance unless expressly stated otherwise.

10. PRICING, TAXES AND COMMERCIAL TERMS

10.1 Prices and commercial terms may be provided by Sellers.

10.2 Unless expressly stated otherwise, DigiPro does not determine Seller pricing.

10.3 Buyers and Sellers are responsible for determining and complying with applicable:

• GST;
• customs duties;
• taxes;
• cess;
• withholding requirements;
• invoicing requirements; and
• other statutory charges.

10.4 Sellers are responsible for issuing legally compliant invoices and tax documents where applicable.

10.5 Buyers are responsible for paying amounts due under Transactions in accordance with the agreed commercial terms.

11. PAYMENT – IMPORTANT DISCLAIMER

11.1 DigiPro does not undertake responsibility for payments between Buyers and Sellers.

11.2 Unless expressly agreed in a separate written agreement, DigiPro:

• does not collect purchase consideration on behalf of Sellers;
• does not hold Seller payments;
• does not operate an escrow account;
• does not guarantee payment by Buyers;
• does not guarantee receipt of payment by Sellers;
• does not settle funds between Buyers and Sellers;
• does not determine whether an amount is legally payable;
• does not assume liability for payment defaults; and
• does not reimburse Sellers for unpaid amounts.

11.3 Procurify may provide functionality allowing registered Buyers and Sellers to record, update, view or track payment status relating to a Transaction.

11.4 Any payment status shown on Procurify is based upon information submitted or updated by the relevant User or generated from Platform activity.

11.5 A payment-status entry is an administrative record and shall not constitute a payment guarantee, bank confirmation, escrow confirmation or independent certification by DigiPro.

11.6 Any dispute concerning payment, non-payment, delayed payment, incorrect payment, deduction, withholding, bank charges or payment reconciliation shall primarily be resolved between the relevant Buyer and Seller.

11.7 Where a third-party payment service is separately integrated into Procurify, that payment service provider's terms shall also apply to the relevant payment transaction.

12. DELIVERY AND LOGISTICS

12.1 Unless separately agreed in writing, DigiPro does not undertake delivery or logistics obligations.

12.2 Sellers are responsible for delivering goods/services according to the agreed Transaction terms.

12.3 Buyers are responsible for providing accurate delivery information.

12.4 Delays caused by logistics providers, transporters, natural events, regulatory authorities, strikes, shortages or other events beyond reasonable control shall be governed by the relevant Buyer-Seller agreement.

13. QUALITY, WARRANTY AND DEFECTS

13.1 Sellers remain responsible for the quality, quantity, conformity, safety and suitability of products/services supplied by them.

13.2 Any manufacturer warranty, Seller warranty or service warranty is the responsibility of the relevant Seller or manufacturer.

13.3 DigiPro does not provide an independent warranty regarding Seller products or services unless expressly stated in writing.

13.4 Buyers shall inspect goods/services and notify Sellers of defects or discrepancies within the applicable contractual period.

14. PROHIBITED ACTIVITIES

Users shall not use Procurify to:

a. conduct unlawful transactions;

b. upload fraudulent or misleading information;

c. sell counterfeit or stolen goods;

d. infringe intellectual-property rights;

e. upload malicious code;

f. attempt unauthorised access;

g. interfere with Platform security;

h. scrape or extract data without authorisation;

i. impersonate another person or organisation;

j. manipulate quotations or procurement processes fraudulently;

k. submit sham RFQs;

l. manipulate ratings or reviews;

m. use Procurify for money laundering or other unlawful financial activities;

n. circumvent Platform restrictions; or

o. undertake any activity prohibited by applicable Indian law.

15. INTELLECTUAL PROPERTY

15.1 All rights in the Procurify software, Platform architecture, interface, design, trademarks, logos, databases, workflows, documentation and proprietary technology belong to DigiPro or its licensors.

15.2 "Procurify" and associated branding shall not be used without prior written permission.

15.3 Users retain ownership of Content they lawfully submit to Procurify, subject to the licence granted below.

15.4 By submitting Content, the User grants DigiPro a limited, non-exclusive, royalty-free licence to host, store, reproduce, transmit, process and display such Content solely to:

• provide the Service;
• facilitate Transactions;
• maintain records;
• improve Platform functionality;
• maintain security; and
• comply with law.

15.5 DigiPro shall not acquire ownership of a User's underlying proprietary business information merely because it is uploaded to Procurify.

16. CONFIDENTIALITY

16.1 Users may receive confidential information concerning other Users, products, quotations, pricing, specifications, procurement requirements or Transactions.

16.2 Users shall use such information only for legitimate business purposes connected with Procurify.

16.3 Users shall not disclose another User's confidential information except:

• with permission;
• where required by law; or
• where necessary to perform an agreed Transaction.

16.4 Separate confidentiality agreements may apply where entered into between DigiPro and a Business Customer or between Buyers and Sellers.

17. DATA PROTECTION

17.1 DigiPro shall process personal data in accordance with its Privacy Policy and applicable Indian law.

17.2 Applicable laws may include the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025, and relevant provisions of the Information Technology Act, 2000 and rules made thereunder.

17.3 Users shall not upload personal data of another individual unless they have the lawful authority or other lawful basis to do so.

17.4 The Privacy Policy forms an integral part of these Terms.

18. CYBERSECURITY

18.1 Users shall not attempt to compromise the security or availability of Procurify.

18.2 DigiPro may monitor Platform activity for legitimate security, fraud prevention, compliance and operational purposes.

18.3 DigiPro may suspend accounts, restrict access or take other reasonable measures where it reasonably suspects cybersecurity threats, fraud or misuse.

18.4 DigiPro shall comply with applicable cyber-security requirements, including applicable CERT-In directions issued under Section 70B of the Information Technology Act, 2000.

19. THIRD-PARTY SERVICES

19.1 Procurify may integrate with third-party services including cloud, communication, analytics, authentication, logistics or payment-related services.

19.2 Third-party services may be governed by separate terms.

19.3 DigiPro shall not be responsible for independent failures of third-party services beyond DigiPro's reasonable control.

20. SUSPENSION AND TERMINATION

DigiPro may suspend, restrict or terminate access where:

• the User breaches these Terms;
• fraudulent activity is suspected;
• unlawful activity is suspected;
• account information is materially inaccurate;
• the User threatens Platform security;
• the User fails to pay applicable subscription charges;
• continued access creates legal or regulatory risk; or
• termination is otherwise permitted under the applicable agreement.

Users may request closure of their account subject to outstanding Transactions, contractual obligations, legal retention requirements and applicable cancellation terms.

21. DISCLAIMER OF WARRANTIES

To the maximum extent permitted by applicable law, Procurify is provided on an "as available" and "as is" basis.

DigiPro does not warrant that:

• Procurify will always be available;
• the Platform will be error-free;
• all listings are accurate;
• all Sellers are reliable;
• all Buyers will perform their obligations;
• every RFQ will receive a response;
• every Transaction will be completed;
• payment will be made;
• goods will be delivered on time;
• products will meet Buyer's expectations; or
• third-party services will operate without interruption.

Nothing in these Terms excludes any liability that cannot lawfully be excluded under applicable Indian law.

22. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, DigiPro shall not be liable for indirect, incidental, special, consequential or exemplary losses arising from:

• Buyer-Seller Transactions;
• non-payment;
• delayed payment;
• payment disputes;
• defective goods;
• defective services;
• delivery failure;
• business interruption;
• loss of profits;
• loss of business opportunity;
• loss caused by Seller conduct;
• loss caused by Buyer conduct; or
• third-party service failures.

DigiPro's aggregate liability, where legally permissible, shall be limited to the amount of subscription/service fees actually paid to DigiPro by the relevant Business Customer during the [six/twelve] months immediately preceding the event giving rise to the claim.

This limitation shall not apply to liability that cannot lawfully be limited or excluded under applicable law, including where applicable liability arising from fraud, wilful misconduct or other non-excludable liability.

23. INDEMNITY

The User agrees to indemnify and hold harmless DigiPro, its directors, officers, employees and representatives against claims, losses, liabilities, damages, costs and expenses arising from:

• breach of these Terms;
• violation of applicable law;
• infringement of third-party rights;
• fraudulent conduct;
• unauthorised use of the User account;
• inaccurate information supplied by the User;
• Buyer-Seller disputes caused by the User;
• products/services supplied by the User; or
• misuse of Procurify.

24. FORCE MAJEURE

DigiPro shall not be liable for delay or failure caused by events beyond its reasonable control, including:

• natural disasters;
• war;
• terrorism;
• epidemic or pandemic;
• government action;
• regulatory restrictions;
• internet or telecommunications failures;
• cyberattacks;
• cloud infrastructure failures;
• power failures;
• strikes;
• civil disturbances; or
• other events beyond reasonable control.

25. GRIEVANCE REDRESSAL

Users may submit grievances relating to Procurify to:

Grievance Officer: [●]

Email: [●]

Address: [●]

Telephone: [●]

DigiPro shall endeavour to address grievances within the time prescribed by applicable law.

26. GOVERNING LAW

These Terms shall be governed by the laws of India.

Subject to applicable statutory rights and remedies, courts having jurisdiction over the registered office of DigiPro Solutions Private Limited shall have jurisdiction over disputes arising from these Terms.

Nothing herein shall prevent a party from seeking urgent interim or injunctive relief from a competent court.

27. DISPUTES BETWEEN BUYERS AND SELLERS

27.1 DigiPro encourages Buyers and Sellers to resolve Transaction disputes directly.

27.2 DigiPro may provide communication, documentation and workflow features to assist parties in resolving disputes.

27.3 DigiPro is not automatically a party to the underlying Buyer-Seller contract.

27.4 DigiPro may, at its discretion and subject to applicable law, suspend accounts or preserve relevant records where fraud, unlawful activity or serious Platform misuse is reported.

28. MODIFICATION OF TERMS

DigiPro may amend these Terms from time to time.

Material changes may be notified through Procurify or other appropriate means.

Continued use of Procurify following the effective date of revised Terms constitutes acceptance of the revised Terms, to the extent permitted by law.

29. SEVERABILITY

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

30. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy, Cancellation Policy, applicable subscription agreement, purchase/order terms and other policies expressly incorporated herein, constitute the applicable agreement governing use of Procurify.

Where a separately executed written agreement exists between DigiPro and a Business Customer, that agreement shall prevail over these Terms to the extent of any inconsistency.

31. CONTACT DETAILS

DigiPro Solutions Private Limited

Product/Platform: Procurify.in

Registered Office: [●]

Corporate Identification Number (CIN): U63120KA2026PTC223475

Email: info@procurify.in

Phone: +91 8431331405

Grievance Officer:

Grievance Email: info@procurify.in

Website: Procurify.in