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Procol

Terms of Service

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  1. 1. Introduction
  2. 2. Definitions
  3. 3. Access to the Platform and Services
  4. 4. Obligations of the Client
  5. 5. Responsibilities and Obligations of Procol
  6. 6. Data Security
  7. 7. Representations, Warranties and Disclaimers
  8. 8. Fees and Payment Terms
  9. 9. Proprietary Rights and Intellectual Property
  10. 10. Term and Termination
  11. 11. Indemnification
  12. 12. Limitation of Liability
  13. 13. Confidentiality
  14. 14. Governing Law and Dispute Resolution
  15. 15. General Provisions
  16. 16. Contact

Effective from Aug 17, 2026, for New Customers

Current Version: 1.0

These Terms govern the Client’s access to and use of Procol’s Platform and Services and constitute a binding agreement between Procol and the Client. By accessing or using the Platform, the Client agrees to these Terms and represents that it has authority to bind its organization, where applicable.

Procol may update these Terms from time to time and will notify the Client of material changes. Continued use of the Platform after such updates constitutes acceptance of the revised Terms.

If an executed Order Form or Master Services Agreement conflicts with these Terms, the Order Form or Master Services Agreement will prevail.

The following terms shall have the meanings set forth below:

“Account-Related Information”
means contact information about the Client and/or the Client’s Authorized Users used to access the Services.
“Affiliate”
means any entity Controlling, Controlled by, or under common Control with the referenced entity.
“API”
means the application interfaces and workflow methods made generally available by Procol to enable integration, implementation and interoperability with third-party hardware and software.
“Authorized User”
shall mean the limited number of persons authorized by the Client to avail the Services provided by the Procol Platform.
“Claims”
means, collectively, claims, demands, suits, losses, damages, liabilities, actions, judgments and related costs and expenses incurred (including reasonable attorney’s fees).
“Client Data”
shall mean all data or information submitted by the Client and/or the Authorized Users to, or in relation to, the Services — including catalogue, features or descriptions of products or services of the Client, and any test scripts, screenshots or other content submitted or processed through the Platform — and shall include Output.
“Confidential Information”
shall mean any and all information regarded as confidential by the Disclosing Party, including: (i) business information, plans and models; (ii) samples, formulations, specifications and data relating to business operations and quality control; (iii) advertising and marketing plans; (iv) past, current or proposed development projects; (v) technical, marketing, financial and commercial information; (vi) all customer-related information including lists of retailers, rates and discounts; (vii) trade secrets and any other information of a confidential nature, communicated in writing or, if communicated orally, reduced to writing within fifteen (15) working days of disclosure. Confidential Information also includes, without limitation, hardware and software designs and code, research, inventions, processes, schematics, drawings, product or service specifications and documentation, technical data, business and product plans, forecasts, potential customer or vendor information, customer or vendor lists, pricing, and other financial or sales information.
“Control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. “Controlling” and “Controlled” shall be construed accordingly.
“Disclosing Party”
shall mean a Party who discloses Confidential Information to the other Party in relation to this Agreement.
“Documentation”
means the technical user documentation available within the Platform or Procol’s website, or otherwise provided to the Client.
“Intellectual Property Rights”
shall mean: (i) all inventions, patents, patent applications and patent disclosures; (ii) all trademarks, service marks, trade dress, logos and trade names; (iii) all copyrightable works, copyrights and related applications; (iv) all mask works; (v) all trade secrets and confidential business information; (vi) all computer software including data and related documentation; (vii) all other proprietary rights; and (viii) all copies and tangible embodiments thereof in any form or medium.
“Laws”
means all applicable laws, rules, regulations, and governmental requirements applicable in India or outside India, including those relating to data privacy, data protection, data security, and disclosure or processing of data.
“Output”
means all information available, reported, downloaded or otherwise compiled from the provision of Services, including data, images and reports generated by or for the Client.
“Personal Information”
means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, to an identified or identifiable living natural person, as defined under applicable privacy or data-security Law.
“Platform”
means an online interface in the form of a software-as-a-service application, including (i) a website-based application and/or (ii) digital applications, in the field of e-procurement and automated digital bidding, as specifically set out in the Order Form. The Platform includes all related APIs, Documentation, new versions, Updates, enhancements, customizations, upgrades, revisions, improvements and modifications made available to the Client as part of the Services.
“Privacy Policy”
means the Privacy Policy of Procol available at the URL published on Procol’s website.
“Receiving Party”
shall mean the Party to whom the Disclosing Party discloses Confidential Information, or who obtains access to such Confidential Information pursuant to this Agreement.
“Representatives”
means, in relation to a Party, such Party’s Affiliates and associated companies and the employees, personnel, officers, agents, professional advisors, consultants and contractors engaged by such Party and/or its Affiliates in connection with the performance of this Agreement.
“Services”
shall mean the mutually agreed services provided by Procol through the Platform, as specifically set out in Annexure I.
“Total Contract Value”
means the total committed commercial value payable by the Client to Procol for the entire duration of the Contract Term under this Agreement.
“Update”
means any bug fixes, patches, minor changes, or performance or error corrections provided as part of the Services.

Subject to the terms and conditions of this Agreement, Procol grants to the Client a limited, revocable, non-transferable, non-sublicensable and non-exclusive license to access and use the Platform upon payment of applicable fees and in accordance with the terms of this Agreement.

Procol will use commercially reasonable efforts to make the Services available with an uptime of 99.8% for each calendar month (“Service Availability”). The calculation of uptime will not include unavailability caused by: (a) use of the Services by the Client in a manner not authorized under this Agreement or the Documentation; (b) general internet problems or Force Majeure Events; (c) the Client’s own equipment, software, network connections or other infrastructure; (d) third-party systems, acts or omissions; or (e) Procol’s scheduled maintenance or any outage beyond Procol’s control (for which Procol will provide at least 24 hours prior notice) or reasonable emergency maintenance.

Client shall have sole responsibility for the accuracy, quality, integrity, reliability and appropriateness of all Client Data generated, uploaded and transmitted by Client and Authorized Users through the Platform.

The Platform shall be used only by the Client for the purpose of procuring the Services as defined in Annexure I. Access to the Platform shall be limited exclusively to Authorized Users of the Client.

The Client shall immediately notify Procol of any unauthorized access to the Platform. The Client shall be responsible for compliance with this Agreement by: (i) each Authorized User; (ii) any employee or person to whom access has been granted; and (iii) any other person who gains access to the Services, whether authorized or not.

The Client shall be responsible for all activities and transmissions by Authorized Users while availing the Services. The Client shall maintain the security and confidentiality of usernames and passwords of Authorized Users. The Client shall not, under any circumstances, transfer a username or the right to use the Services (including by way of sublicense, lease or assignment) to any person other than Authorized Users.

The Client shall be responsible for properly configuring its own telecommunications, electronic, operating software, computer systems and hardware infrastructure for the purpose of accessing the Platform, and for taking appropriate steps to maintain security, protection and backup of data.

The Client shall not integrate the Services with any third-party services without prior written approval from Procol. In the event of failure to obtain such approval, Procol shall be entitled to pursue appropriate legal remedies.

4.7Prohibited Content and Restrictions on Use

The Client undertakes not to host, display, upload, modify, publish, transmit, store, update or share any information that is prohibited under Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, or any successor regulations.

Without limiting the foregoing, the Client shall not, and shall ensure that its Authorized Users do not: (i) use the Services except as permitted under this Agreement; (ii) rent, lease, resell, sublicense, or otherwise provide the Services to any third party; (iii) copy, modify, or create derivative works of the Platform or Documentation, except as expressly permitted; (iv) remove or alter any proprietary notices; (v) misuse or reproduce Procol’s trademarks, logos, or other branding; (vi) use Procol’s name or trademarks in metatags or hidden text; (vii) take any action that places an unreasonable or excessive load on Procol’s infrastructure; (viii) use the Services for any unlawful purpose or in violation of applicable Laws; (ix) use the Services to send spam or operate unauthorized automated responses; or (x) upload or use any content that is fraudulent, deceptive, obscene, defamatory, harassing, hateful, unlawful, harmful, or contains viruses, malware, or other malicious code.

The Client shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, user interface techniques or algorithms of the Platform by any means, or disclose or use any trade secrets or Confidential Information contained therein, except to the extent expressly permitted by applicable law (and then only upon advance written notice to Procol).

The Client hereby acknowledges and agrees to Procol’s Privacy Policy, available on Procol’s website.

As between the Parties, the Client retains all right, title and interest (including all Intellectual Property Rights) in and to Client Data. Subject to this Agreement, the Client grants Procol a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display Client Data solely to the extent required to provide the Services. The Client represents and warrants that it has all necessary rights, consents and permissions in relation to Client Data as required for the purposes of this Agreement, and that no Client Data will violate or infringe any third-party Intellectual Property Rights, privacy rights or applicable Laws.

Procol may, at its sole discretion: (i) maintain policies and practices for the acceptable use of the Platform by the Client and Authorized Users; and (ii) inform the Client of all policies and practices relevant to their use of the Services, including any settings that may impact the processing of Client Data. The Client shall ensure that its Authorized Users are bound by and adhere to such policies.

Procol shall use Client Data appropriately, accurately and solely insofar as needed to provide the Services, in accordance with the Privacy Policy of Procol.

For the provision of Services, Procol may be required to disclose Client Data to certain third-party service providers. Procol shall ensure that such third parties maintain reasonable data-security practices and appropriate confidentiality obligations for the protection of Client Data, as required under applicable law.

Procol reserves the right to archive Client Data after issuing at least 10 (ten) days’ prior written notice to the Client through the Services. Following such archiving, Procol shall transfer all archived data to the Client. Upon written request from the Client, Procol shall be obligated to permanently delete all archived Client Data.

Procol may monitor and use, for its own internal purposes, information relating to the Client’s and Authorized Users’ usage of the Platform and Services — for example, the number of Authorized Users, usage levels, the nature and type of usage, transactions processed, configurations, and reports processed using the Platform (“Analytics”).

Procol will maintain an information security program incorporating administrative, physical and technical safeguards designed to: (a) ensure the security and integrity of Client Data, including any Personal Information; (b) prevent unauthorized access to, or disclosure of, Client Data; and (c) protect against threats, hazards and security incidents affecting Client Data. Procol’s information security practices are further described in its published Information Security Policy.

Each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction and has full corporate power and authority to enter into this Agreement; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; and (c) this Agreement is legally binding, enforceable in accordance with its terms, and does not conflict with any other agreement, instrument, applicable law or regulation.

Each Party further warrants that it shall, at all times during the Term, comply with all applicable Laws in connection with its performance of this Agreement.

Procol represents and warrants that the Client’s use and access of the Platform in accordance with this Agreement shall not infringe the Intellectual Property Rights of any third party. The Client’s sole remedy, and Procol’s sole liability, for a breach of this warranty is Procol’s defense and indemnification obligation under Clause 11.2 below.

The Platform and Services are provided on an ‘as-is, where-is’ basis. Procol expressly disclaims any and all warranties of any kind or nature, whether express, implied or statutory.

The Client acknowledges that Procol cannot guarantee the absolute prevention of cyber-attacks, including hacking, spyware and viruses, and that any use of AI-generated outputs from the Services is at the Client’s sole risk; such outputs should not be relied upon as a sole source of truth or as a substitute for professional advice.

In consideration of the Services and use of the Platform, the Client shall pay Procol a fee as described in the Order Form (“Service Fee”).

All fees paid by the Client to Procol are strictly non-refundable under all circumstances.

The Client must notify Procol in writing of any disputed invoice within 7 (seven) days of the invoice date, specifying the reason and the amount in dispute. Undisputed portions shall remain payable by the due date. Failure to raise a dispute within this period shall constitute acceptance of the invoice.

The Client may not withhold, offset or delay payment of undisputed Fees due to any pending tasks, incomplete features or alleged deficiencies, except for Fees subject to a good-faith written dispute raised in accordance with this Agreement.

Without prejudice to any other right or remedy available to Procol, if the Client fails to make any payment due under this Agreement by the due date, interest shall accrue on the overdue amount at the rate of 1.5% (one and a half percent) per month (or the maximum rate permitted by applicable law, whichever is lower), calculated on a daily basis from the due date until the date of actual payment, whether before or after any judgment. Procol reserves the right to recover all reasonable costs of debt recovery in addition to the overdue amount and interest accrued thereon.

Each Party agrees that all Intellectual Property Rights held by the other Party prior to the execution of this Agreement shall remain in the sole and exclusive ownership of that other Party.

This Agreement constitutes a limited license only. No sale of the Platform or any of Procol’s Intellectual Property Rights is made or implied. All rights, titles and interests in and to the Platform — except for the limited license granted to the Client — shall vest solely with Procol.

All Intellectual Property Rights in the Platform, and in any derivative works, improvements, enhancements, modifications or updates thereto (including all tools, developer codes, templates, platforms or software used in connection with the Services), shall continue to vest absolutely and irrevocably with Procol. The Client acknowledges that it does not, in any manner, claim ownership of the Platform.

Procol shall retain all right, title and interest in any deliverables or work product created or developed under this Agreement, and no such deliverable or work product shall be deemed a “work made for hire” in favour of the Client under any applicable law.

Procol reserves the right to add, remove or modify the Platform, the Services and their contents for any reason whatsoever. Any such modification shall not constitute a breach of this Agreement.

The Client shall not in any manner cause infringement of Procol’s Intellectual Property Rights in the Platform and shall be liable for damages for any infringement directly or indirectly attributable to the acts or omissions of the Client.

The Client grants Procol the right to use the Client’s company name, logo and written feedback as a reference for marketing or promotional purposes, subject to the Client’s standard trademark usage guidelines and without revealing any Confidential Information. The Client may request removal of such material by submitting a written request; Procol shall comply within 30 (thirty) days of such request.

The Client warrants that all data and materials used, entered or operated through the Platform shall not infringe any third-party Intellectual Property Rights, and shall indemnify and hold Procol (and its directors, officers, employees, agents, successors and assigns) harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (including attorney’s fees) arising from any such infringement. This indemnity shall survive termination or expiration of this Agreement.

Procol may suspend certain features and/or restrict access to the Services if: (a) any Service Fee owed by the Client (excluding amounts disputed reasonably and in good faith) is 15 (fifteen) or more days overdue from the payment due date, provided Procol has given the Client at least 10 (ten) days’ prior written notice that its account is overdue; or (b) there is any breach of this Agreement or Procol’s policies (including the Privacy Policy) by the Client or its representatives or assigns.

Procol may additionally terminate this Agreement or suspend the Client’s account, in its sole discretion and by written notice, if: (a) the Client fails to pay any amount owed within the agreed time period; (b) the Client or any Authorized User breaches any provision of this Agreement, the Documentation, or any published policy applicable to the Services; or (c) continued use of the Services by the Client (or its Authorized Users) creates legal risk for Procol or presents a threat to the security of the Services or of Procol’s other customers.

Either Party may terminate this Agreement if the other Party: (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operations without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or such a proceeding is instituted against that Party and not dismissed within sixty (60) days.

Procol shall be entitled to receive from the Client all Service Fees and other amounts due up to and including the date of termination or expiry, including amounts accruing during any notice period.

Upon termination or expiry of this Agreement, Procol shall cease all licenses, works, developments and services thereunder. For a period of 12 (twelve) months following termination or expiry, upon written request from the Client, Procol will provide Client Data available in its servers in a basic format through a designated point of contact. Any specific format or such data export or retrieval assistance provided by Procol post-termination shall be subject to a data export fee, the quantum of which shall be mutually agreed in writing between the Parties at the time of such request. Procol shall have no obligation to provide data export services until such fee has been agreed and confirmed in writing by both Parties.

Upon any expiration or termination, the Client’s rights under this Agreement shall immediately terminate and the Client shall immediately cease all use of and access to the Services, and delete (or, at Procol’s request, return) all copies of the Platform, APIs, Documentation, passwords, access codes and any other Confidential Information or property of Procol in its possession. Any fees accrued but unpaid shall become immediately due and payable upon termination.

Termination of this Agreement for any reason shall not release either Party from any liability that, at the time of termination, has already accrued to the other Party, nor preclude either Party from pursuing any rights or remedies it may have under this Agreement or at law or in equity. Clauses relating to Ownership/IP, Payment, Confidentiality, Indemnification, Limitation of Liability, and General Provisions shall survive expiry or termination of this Agreement.

Each Party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its directors, officers, employees, agents, successors and assigns (collectively, “Indemnified Parties”) from and against any and all actions, suits, claims, demands, liabilities, losses, damages, penalties, and costs and expenses (including reasonable attorney’s fees and litigation expenses) arising out of: (a) the Indemnifying Party’s breach of any provision of this Agreement or violation of applicable law; (b) any personal injury, death or property damage arising out of or in connection with any defect in the data and/or information, to the extent attributable to the Indemnifying Party; or (c) any infringement or alleged infringement of third-party Intellectual Property Rights arising from the Indemnifying Party’s data, materials, services or deliverables under this Agreement.

If a third party makes a claim against the Client alleging that the Platform software architecture infringes their copyright or misappropriates their trade secret, Procol shall, at its sole cost and expense, defend the Client and indemnify the Client from damages, liabilities, costs and expenses awarded by a court or agreed in settlement, provided that the Client: (a) notifies Procol promptly in writing, no later than 30 (thirty) days after receiving notice of the claim; (b) gives Procol sole control of the defense and any settlement negotiations; and (c) provides Procol with the information, authority and reasonable assistance required to defend against or settle the claim.

Procol shall have no liability under Clause 11.2 for any claim based on: (a) Client Data; (b) modification of the Platform not authorized by Procol; (c) use of the Services in combination with any hardware, software, network or materials not provided or authorized in writing by Procol; (d) the Client’s failure to timely implement modifications, upgrades or Updates made available by Procol; or (e) use of the Services other than in accordance with the Documentation and this Agreement.

If it is determined that any material may have infringed a third party’s copyright or trade secret, Procol may: (i) modify the material to be non-infringing while substantially preserving its utility; (ii) obtain a license for continued use; or (iii) if neither option is commercially reasonable, terminate the license for the infringing material and refund any prepaid fees attributable to it.

Notwithstanding anything to the contrary, neither Party shall be liable to the other for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance. The foregoing shall not apply to the extent prohibited by applicable law.

In no event shall Procol’s aggregate liability arising out of or related to this Agreement (whether in contract, tort or under any other theory of liability) exceed the total fees paid by the Client to Procol in the 12 (twelve) calendar months preceding the event giving rise to the claim. This limitation shall not limit the Client’s payment obligations under this Agreement.

The limitations in Clauses 12.1 and 12.2 shall not apply with respect to: (i) claims arising from gross negligence or wilful misconduct; (ii) breach of confidentiality obligations under Clause 13; or (iii) the Client’s payment obligations under Clause 8.

The Receiving Party agrees that, during the Term and for a period of 2 (two) years after termination or expiry of this Agreement, it shall: (i) maintain and keep the Confidential Information of the Disclosing Party strictly secret and confidential; and (ii) disclose such Confidential Information only to its Representatives on a need-to-know basis, provided those Representatives are bound by equivalent confidentiality obligations prior to such disclosure.

The Receiving Party shall inform its Representatives of the confidential nature of the Confidential Information prior to disclosure and shall at all times remain responsible for its Representatives’ compliance with the confidentiality obligations in this Agreement.

The obligations in Clause 13.1 shall not apply to information that: (a) is or becomes publicly available other than through a breach by the Receiving Party; (b) was already in the Receiving Party’s possession prior to disclosure and was not acquired directly or indirectly from the Disclosing Party; or (c) is required to be disclosed by law, court order, governmental authority or stock exchange requirement, or is disclosed to direct legal counsel or financial advisors in the ordinary course of business.

The obligations in Clause 13.1 also do not apply to information that is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Upon termination or expiry of this Agreement, each Party shall promptly, at the Disclosing Party’s option: (a) return or destroy all Confidential Information of the Disclosing Party, including all copies; and (b) cease use of, and thereafter not use, the Disclosing Party’s Confidential Information in any manner whatsoever.

The Parties agree that a breach of confidentiality obligations, or of Intellectual Property Rights, by one Party may cause immediate and irreparable harm to the other Party for which monetary damages alone may be inadequate. Accordingly, the non-breaching Party shall be entitled to seek equitable relief, including a temporary restraining order or injunction, without the need to post a bond or other security.

Any dispute or claim arising out of or in connection with this Agreement or its subject matter (including non-contractual disputes or claims) shall be resolved by binding arbitration seated in New Delhi, conducted in English, and governed by the Arbitration and Conciliation Act, 1996 (as amended from time to time).

The Parties shall be entitled to apply to competent courts for interim or interlocutory relief in respect of any arbitration. Subject to the foregoing, the courts of New Delhi shall have exclusive jurisdiction over any disputes arising under this Agreement.

The failure of a Party to insist upon strict adherence to any term of this Agreement shall not constitute a waiver, nor shall it deprive that Party of the right to subsequently insist upon strict adherence to that or any other term. Any waiver must be in writing and signed by the waiving Party.

Neither Party may assign this Agreement or any right or interest hereunder without the prior written consent of the other Party. Any purported assignment without such consent shall entitle the non-assigning Party to terminate this Agreement with immediate effect.

Notwithstanding the foregoing, either Party may assign this Agreement without the other Party’s consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such Party’s assets or voting securities. This Agreement shall bind and inure to the benefit of each Party’s successors and permitted assigns.

This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The Parties shall attempt to amend any such invalid provision to render it valid and enforceable, consistent with the original intent of the Parties.

Any notice of termination or other legal notice shall be effective only if in writing and delivered by: (a) a nationally recognized courier service that confirms delivery in writing; (b) registered or certified mail, postage prepaid (deemed delivered on the third business day after posting); or (c) email with confirmed receipt. Notices to the Client shall be sent to the address in the Client’s account; notices to Procol shall be sent to Procol’s designated notice email address.

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, franchise or agency relationship between the Parties. Neither Party shall have the power to bind the other or incur obligations on the other’s behalf.

Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement (except a failure to pay money) if such delay or failure is directly attributable to unforeseen events beyond the reasonable control of that Party occurring after the Effective Date, including strikes, blockades, wars, acts of terrorism, riots, pandemics, natural disasters, or failures of power, data or telecommunications networks (“Force Majeure Event”).

This Agreement, together with its Annexures, constitutes the entire understanding of the Parties with respect to its subject matter and supersedes all prior written and oral agreements, communications and representations relating thereto.

Where the Client has executed a separate Order Form or Master Services Agreement referencing these Terms, that document — together with these Terms — captures the complete understanding of the Parties, and no provision of any purchase order or other business form used by the Client shall supersede this Agreement.

15.9Third-Party Content

Procol may provide, or third parties may provide on Procol’s Services, links to third-party websites, services or resources beyond Procol’s control. Procol makes no representations as to the quality, suitability, functionality or legality of any third-party content and shall not be responsible for content located outside the Procol Services.

The Client shall not, during the Term of this Agreement and for a period of 1 (one) year thereafter, solicit for employment or engagement (whether as an employee, independent contractor or consultant) any employee or consultant of Procol.

In its use of the Services, the Client agrees to comply with all applicable export and import Laws and regulations, and represents that it is not listed on any government list of prohibited or restricted parties, nor located in a jurisdiction subject to a relevant trade embargo, and will not submit to the Services any information or content the export of which is restricted under applicable Law.

If the Client is a government agency or department, use of the Services, and any related documentation, is restricted by this Agreement and by applicable government-procurement regulations governing commercial computer software, and the Services are developed entirely at private expense.

Procol may use subcontractors to perform services under this Agreement, provided that Procol remains responsible for: (a) such subcontractors’ compliance with the terms of this Agreement; and (b) the overall performance of the Services as required under this Agreement.

Please direct any questions regarding these Terms to Procol at legal@procol.in.