Terms of use

1. Acceptance of Terms

These Terms of Use ("Terms") form a legally binding agreement between you (“Customer”) and Procurli UAB (“Procurli”, “we”, “us”, “our”) governing your use of the Procurli software and related services (“Service”) when integrated with Microsoft 365 services.
By installing or using the Service, you agree to these Terms and confirm you have authority to bind your organization.

2. Description of the Service

Procurli is an AI-driven procurement automation platform that analyzes emails, attachments, calendar events, and related Microsoft 365 data to identify, extract, and process procurement-related information (purchase orders, confirmations, delivery updates, invoices).

Key capabilities:
• Detect procurement-related communications
• Extract structured information from emails & documents
• Organize procurement workflows
• Provide analytics and insights

The Service is provided on a subscription (SaaS) basis.

3. License Grant

Subject to these Terms and payment of applicable fees, Procurli grants you a limited, non-exclusive, non-transferable license to use the Service for internal business purposes during your subscription.

4. Customer Responsibilities

You are responsible for:
• Ensuring rights & consents to allow data processing
• Complying with applicable laws (GDPR, etc.)
• Managing Microsoft 365 permissions
• Maintaining the security of your tenant
• Ensuring user compliance

You agree not to:
• Use the Service unlawfully
• Reverse engineer the Service
• Disrupt Service operations
• Remove proprietary notices
• Process data you are not entitled to access

5. Data Processing and Privacy

5.1 Roles

You are the data controller; Procurli is the data processor.
The Procurli DPA governs personal data processing.

5.2 Data Use Commitments

We:
• Process only data necessary to provide the Service
• Do not use your data to train public or third-party AI models
• Do not sell or share your data for marketing
• Apply industry-standard security controls

5.3 Retention

• Active procurement data is retained for the subscription duration
• Upon termination, data is deleted within a reasonable period (typically 30 days)
• You may request deletion at any time

5.4 Security

We maintain reasonable security measures, including encryption, access control, and security monitoring.

Full details are in our Privacy Policy.

6. Microsoft 365 Integration & Permissions

6.1 Permissions

The Service may request:
• Mail.Read – process procurement communications
• Calendars.Read – interpret scheduling/delivery related items
• Files.Read – analyze relevant attachments
• User.Read – identify users & organization structure

6.2 Scope Limitation

We access only data necessary for procurement workflows.
We do not analyze unrelated personal data unless explicitly authorized.

6.3 Customer Control

Permissions can be revoked anytime in Microsoft 365 admin tools.
Revocation stops access to new data immediately.

7. Fees and Payment

Fees are defined in your Order Form or subscription plan.
Unless required by law, fees are non-refundable.
Price changes will be communicated with reasonable notice.

8. Service Availability and Support

8.1 Availability

We use commercially reasonable efforts to maintain availability.
Uptime targets are aspirational for a seed-stage service; no guaranteed SLA is provided.

8.2 Maintenance

Maintenance may occur with or without notice, though we will provide notice where feasible.

8.3 Support

Support is provided according to your plan (email and/or chat).

9. Intellectual Property

Procurli retains all intellectual property to the Service.
You retain ownership of your data and grant Procurli a limited license to process it solely to provide the Service.

10. Warranties and Disclaimers

10.1 Limited Warranty

We will use commercially reasonable efforts to maintain security and provide the Service as described.

10.2 Disclaimer

Except for the above, the Service is provided “as is” without warranties.
AI-driven extraction may contain errors; you are responsible for validating critical decisions.

11. Limitation of Liability

To the fullest extent permitted by law:
• Procurli is not liable for indirect or consequential damages
• Total liability is limited to fees paid in the 12 months before the claim

This limitation does not apply to gross negligence or willful misconduct.

12. Suspension and Termination

We may suspend access if:
• You materially breach these Terms
• Your use creates security or operational risk
• Fees remain unpaid after notice

You may terminate anytime through your Microsoft 365 tenant or account settings.
After termination, you will have a reasonable period to export data.

13. Subprocessors

13.1 Approved Subprocessors

Procurli uses trusted subprocessors, including:
• Google Cloud Platform (GCP) – hosting, storage, compute
• Google Gemini API – AI content & document analysis

13.2 Changes

We will provide notice before adding new subprocessors.

14. Changes to Terms

We may update these Terms with reasonable notice.
Continued use after the effective date constitutes acceptance.

15. Governing Law and Dispute Resolution

These Terms are governed by Lithuanian law.
Disputes will be resolved by the courts of Vilnius after good-faith discussions.

16. Compliance and Security

We follow industry best practices for security and are developing our long-term compliance program (e.g., SOC 2 readiness). 

17. Miscellaneous

These Terms, the DPA, and any Order Form constitute the entire agreement.
If any provision is invalid, the remainder stays effective.
Neither party is liable for events beyond reasonable control.
Assignment requires written consent except for corporate transactions.

18. Contact Information

Procurli UAB
Company code: 307191842
VAT ID: LT100018779616
Address: Žirmūnų g. 32B-5, LT-09228 Vilnius, Lithuania
Legal: legal@procurli.com
Support: support@procurli.com
Security: security@procurli.com