Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Procapy ("Procapy", "we", "us" or "our") and the organisation that creates an account, signs an Order Form, or otherwise uses the Service (the "Customer", "you" or "your").

The "Service" means the Procapy platform available at https://app.procapy.com, the website at procapy.com, our mobile and desktop applications, application programming interfaces (APIs), integrations, documentation, and any related support, implementation or professional services we provide.

By clicking "I agree", signing an Order Form, or accessing or using the Service, you confirm that you have read and accept these Terms, and that you have the authority to bind the organisation on whose behalf you are acting. If you do not have that authority, or you do not agree with these Terms, do not use the Service.

Where the Customer and Procapy have signed a separate written agreement covering the Service (for example a Master Subscription Agreement or an Order Form with its own terms), that written agreement prevails over these Terms to the extent of any conflict.

The Service is intended for use by businesses and other organisations. It is not offered to consumers, and you confirm that you are using the Service for business purposes only.

• "Authorised User" means an employee, contractor or agent of the Customer whom the Customer permits to use the Service under the Customer's account.
• "Customer Data" means all data, files and content that the Customer or its Authorised Users submit to the Service, including invoices, receipts, purchase orders, vendor and employee details, approval records, expense claims and supporting documents.
• "Order Form" means an ordering document, online checkout, quote or proposal that references these Terms and sets out the subscription plan, usage limits, fees and term.
• "Subscription Term" means the period during which the Customer is entitled to use the Service, as stated in the Order Form.
• "Usage Data" means technical and statistical information about how the Service is accessed and used, such as feature usage, performance metrics and error logs, that does not identify an individual or reveal the substance of Customer Data.
• "AI Features" means functionality in the Service that uses machine learning or generative artificial intelligence, such as document capture and extraction, automated matching, anomaly and fraud detection, and Proca Agents.

The Customer is responsible for all activity that occurs under its account and the accounts of its Authorised Users, whether or not authorised by the Customer, except to the extent caused by our breach of these Terms.

You must keep login credentials confidential, use reasonable security measures (including the multi-factor authentication options we make available) and notify us promptly at hello@procapy.com if you become aware of unauthorised access to or use of your account.

You must provide accurate and complete registration and billing information and keep it up to date. Accounts may not be shared between individuals, and the number of Authorised Users may be limited by your plan.

You may add, remove and change the permissions of Authorised Users at any time through the Service. You are responsible for ensuring that Authorised Users comply with these Terms.

Subject to these Terms and payment of the applicable fees, we grant the Customer a non-exclusive, non-transferable, revocable right during the Subscription Term to access and use the Service for the Customer's internal business operations, within the limits set out in the Order Form.

We may offer free trials, pilots, demo environments or beta features. These are provided "as is", may be changed or withdrawn at any time, may be subject to additional limits, and are excluded from any service level commitment. Do not rely on a trial or beta environment for production accounting records.

We continually improve the Service and may add, modify or remove features. We will not materially reduce the core functionality of the plan you have paid for during your Subscription Term without offering you a reasonable alternative or a pro rata refund for the affected period.

We may suspend access to the Service, in whole or in part, where reasonably necessary to protect the Service or other customers from a security threat, to comply with law, or where fees are more than 30 days overdue after written notice. We will give you as much notice as is reasonably practicable and restore access once the issue is resolved.

As between the Customer and Procapy, the Customer owns all Customer Data. We claim no ownership of, or rights in, Customer Data other than the limited licence in this section.

The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and otherwise use Customer Data solely to the extent necessary to provide, secure, support and improve the Service for the Customer, and as otherwise permitted by these Terms and our Privacy Policy.

The Customer is responsible for the accuracy, quality and legality of Customer Data and for having all rights, consents and notices required to submit it to the Service and to permit us to process it as described in these Terms. This includes personal data relating to the Customer's employees, vendors and other third parties.

We will not sell Customer Data, and we will not use Customer Data to train machine learning models that are made available to other customers, unless the Customer opts in to such use in writing. We may use Usage Data and de-identified, aggregated data that cannot reasonably be linked to the Customer or any individual to operate, analyse and improve the Service.

We are a "processor" (or equivalent role) of personal data contained in Customer Data and the Customer is the "controller". Our processing of personal data is governed by our Privacy Policy and, where required by applicable law or requested by the Customer, a Data Processing Agreement that forms part of these Terms.

During the Subscription Term the Customer may export Customer Data at any time using the export tools in the Service or by requesting an export from us. After termination, we will make Customer Data available for export for 30 days, after which we will delete it in accordance with our retention schedule, except where we are required by law to keep it.

The Service uses AI Features to read documents, extract and match data, flag anomalies, draft content and automate routine work. AI Features are probabilistic: they can misread, omit or misclassify information, and they can produce outputs that appear confident but are wrong.

The Service supports, but does not replace, the Customer's finance, procurement and compliance functions. The Customer remains solely responsible for reviewing outputs, for every approval, payment, accounting entry, tax filing and business decision made using the Service, and for maintaining appropriate human oversight and internal controls.

Nothing in the Service is accounting, tax, legal, audit or financial advice. Fraud and anomaly detection features reduce risk but cannot guarantee that every duplicate, altered or fraudulent document will be detected.

Where AI Features act on your behalf (for example an agent that drafts a message or prepares a report), the output is generated at your direction and you are responsible for reviewing it before it is relied upon or sent outside your organisation.

You must not use AI Features to make decisions that produce legal or similarly significant effects on individuals (such as employment or credit decisions) without meaningful human review.

Unless expressly stated in an Order Form, Procapy is a software provider only. We do not hold, receive, transfer or disburse funds, we are not a bank, payment institution, e-money issuer or money transfer operator, and we do not provide payment services within the meaning of financial services regulation in any jurisdiction.

Payment instructions generated in the Service are executed by the Customer through its own banks or payment providers, and the Customer is responsible for verifying payee details before releasing any payment.

Fees are set out in the Order Form. Unless the Order Form states otherwise, subscription fees are invoiced annually in advance, usage-based fees are invoiced monthly in arrears, and invoices are payable within 14 days of the invoice date.

All fees are exclusive of value added tax, withholding tax and other applicable taxes and duties, which the Customer is responsible for paying. If the Customer is required by law to withhold tax from a payment, the Customer will gross up the payment so that we receive the full invoiced amount, unless we agree otherwise in writing.

Fees are non-refundable except where these Terms expressly say otherwise. Subscriptions are for the full Subscription Term; reducing the number of users or features mid-term does not reduce fees already committed.

We may charge interest on overdue amounts at 1.5% per month (or the maximum rate permitted by law, if lower), and may recover reasonable costs of collection. We will not suspend the Service for non-payment without first giving at least 14 days' written notice.

We may change our list prices with effect from the start of the next Subscription Term by giving at least 45 days' written notice before renewal. Prices agreed in an Order Form are fixed for the Subscription Term covered by that Order Form.

If you believe an invoice is incorrect, notify us in writing within 30 days of the invoice date. Undisputed amounts remain payable while a dispute is resolved in good faith.

You agree not to, and not to permit any third party to:

• use the Service in violation of any applicable law, or to process data that you do not have the right to process;
• upload malicious code, or interfere with the integrity, security or performance of the Service or the data of other customers;
• attempt to gain unauthorised access to the Service, its related systems or networks, or circumvent any access or usage limits;
• copy, modify, reverse engineer, decompile or create derivative works of the Service, except to the extent permitted by law;
• resell, sublicense, rent, lease or provide the Service to third parties as a service bureau, or use it to build a competing product;
• use automated means (scrapers, bots) to extract data from the Service other than through the APIs we make available for that purpose;
• use the Service to send unsolicited communications, or to store or transmit content that is unlawful, defamatory, infringing or harmful;
• submit any content to AI Features that is designed to manipulate, jailbreak or extract the underlying models or prompts;
• misrepresent your identity or affiliation, or use the Service to defraud any person.

We may investigate suspected violations and may remove content, suspend access or terminate the agreement for material breach of this section. Where practicable we will notify you and give you an opportunity to remedy the issue first.

The Service, including all software, models, algorithms, designs, documentation, trademarks and other content we provide, is owned by Procapy or our licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights in the Service are granted to the Customer, whether by implication, estoppel or otherwise.

If you provide us with suggestions, ideas or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you. We will not identify you as the source of feedback without your consent.

You retain all rights in your name, logos and trademarks. We may identify you as a customer, using your name and logo, in our customer lists and marketing materials unless you tell us in writing that you do not wish to be identified, in which case we will stop within a reasonable time.

The Service can connect to third-party products such as accounting systems, ERPs, banks, email providers, storage and messaging tools ("Third-Party Services"). Third-Party Services are governed by their own terms and privacy policies, and we are not responsible for them.

When you enable an integration, you authorise us to exchange Customer Data with that Third-Party Service as needed to provide the integration. If a Third-Party Service changes or discontinues its interface, we may need to change or discontinue the related integration and will use reasonable efforts to tell you in advance.

"Confidential Information" means all non-public information disclosed by one party to the other in connection with the Service that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data is the Customer's Confidential Information. The Service, pricing and product roadmap are our Confidential Information.

Each party will use the other's Confidential Information only to perform its obligations and exercise its rights under these Terms, will protect it using at least reasonable care, and will disclose it only to its employees, advisers and contractors who need to know it and are bound by confidentiality obligations at least as protective as these.

Confidential Information does not include information that is or becomes public through no fault of the recipient, was already known to the recipient without restriction, is independently developed, or is rightfully received from a third party without restriction.

A party may disclose Confidential Information where required by law, regulation or court order, provided that (where legally permitted) it gives the other party prompt notice and reasonable assistance to seek protective treatment.

These obligations continue for five years after the agreement ends, and indefinitely for trade secrets and personal data.

We maintain a written information security programme that includes administrative, technical and physical safeguards appropriate to the nature of Customer Data, including encryption of data in transit and at rest, role-based access controls, logging and monitoring, regular backups, vulnerability management and staff training.

We will notify the Customer without undue delay, and in any event within 72 hours, after becoming aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data, and will provide information reasonably required to help the Customer meet its own notification obligations.

Each party will comply with data protection laws applicable to it in connection with the Service, including Indonesia's Law No. 27 of 2022 on Personal Data Protection and, where applicable, the laws of other jurisdictions in which the Customer operates.

We warrant that (a) the Service will perform materially in accordance with our published documentation; (b) we will not materially decrease the overall security of the Service during a Subscription Term; and (c) we will provide the Service using reasonable skill and care. If the Service does not meet warranty (a) and we cannot correct the non-conformity within 30 days of your written notice, you may terminate the affected subscription and receive a pro rata refund of prepaid fees for the remainder of the Subscription Term. This is your sole remedy for breach of that warranty.

Each party warrants that it has the legal power to enter into these Terms.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI FEATURES WILL PRODUCE ACCURATE OR COMPLETE RESULTS.

We do not warrant that the Service will detect all errors, duplicates or fraud in Customer Data, or that use of the Service will ensure compliance with any law, accounting standard or audit requirement.

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for a party's indemnification obligations under section 16, for the Customer's obligation to pay fees, or for any liability that cannot be limited or excluded under applicable law.

Subject to the paragraph above, neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings or data (other than loss of Customer Data caused by our breach of section 13), however arising and even if advised of the possibility of such damages.

Subject to the first paragraph of this section, each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable by the Customer to us under the relevant Order Form in the 12 months immediately preceding the event giving rise to the claim. For free trials or unpaid use, that cap is USD 1,000.

The parties agree that the fees reflect this allocation of risk and that these limitations are an essential basis of the bargain between them.

We will defend the Customer against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay any damages finally awarded or agreed in settlement. If such a claim arises or is likely, we may at our option modify the Service so it is non-infringing, obtain a licence, or terminate the affected subscription and refund prepaid fees for the unused period. We have no obligation for claims arising from Customer Data, Third-Party Services, modifications not made by us, or use of the Service in breach of these Terms.

The Customer will defend us against any third-party claim arising from Customer Data, the Customer's use of the Service in breach of these Terms or applicable law, or the Customer's failure to have the rights and consents required under section 5, and will pay any damages finally awarded or agreed in settlement.

The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defence and settlement (provided that no settlement may impose obligations on, or admit fault by, the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

These Terms start when you first accept them and continue until all subscriptions have expired or been terminated.

Unless the Order Form states otherwise, each subscription renews automatically for successive periods equal to the initial Subscription Term, unless either party gives written notice of non-renewal at least 30 days before the end of the current term. We will send a reminder at least 45 days before an annual subscription renews.

Either party may terminate these Terms or any Order Form with immediate effect by written notice if the other party (a) materially breaches these Terms and fails to cure the breach within 30 days of written notice; or (b) becomes insolvent, enters bankruptcy or liquidation, or ceases to carry on business.

The Customer may terminate for convenience at any time, but prepaid fees are not refundable and fees committed for the remainder of the Subscription Term remain payable, unless termination is for our uncured material breach, under section 14, or under section 19 (changes to these Terms).

On termination or expiry, the Customer's right to use the Service ends, all outstanding fees become due, and the data export and deletion process in section 5 applies. Sections that by their nature should survive (including sections 5, 8, 10, 12, 14 to 16, 17, 20 and 21) survive termination.

We provide onboarding, implementation and support services as described in the Order Form or our support documentation. Standard support is provided by email and in-app channels during Indonesian business hours (Monday to Friday, 09:00 to 18:00 WIB, excluding public holidays). Other support tiers and service levels are available under a separate agreement.

Any deliverables we create in the course of implementation (such as configurations, templates and workflows) are licensed to the Customer as part of the Service for the Subscription Term. The Customer will provide timely access to the information, systems and personnel reasonably needed for us to perform these services.

We may update these Terms from time to time. If a change is material, we will give at least 30 days' notice by email to the account owner or through a notice in the Service before it takes effect. Changes required by law or that address a security concern may take effect sooner.

If a material change adversely affects the Customer and the Customer objects in writing before the effective date, the Customer may terminate the affected subscription with effect from the change date and receive a pro rata refund of prepaid fees for the remainder of the Subscription Term. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

The version of these Terms in force for a given Subscription Term is the version you accepted or that was in effect at the start of that term, together with any updates made in accordance with this section.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the Republic of Indonesia.

The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives within 30 days of written notice of the dispute.

Any dispute that is not resolved through discussion will be finally settled by arbitration administered by the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia, "BANI") in accordance with its rules. The seat of arbitration will be Jakarta, the tribunal will consist of one arbitrator (or three if the amount in dispute exceeds USD 500,000), and the language of the arbitration will be English unless the parties agree otherwise. The award will be final and binding on the parties.

Nothing in this section prevents either party from seeking urgent injunctive or interim relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information, or from bringing a claim in the courts to recover undisputed unpaid fees.

The parties waive the application of Article 1266 of the Indonesian Civil Code to the extent that a court order would otherwise be required to terminate these Terms.

• Entire agreement. These Terms, the Order Form, the Privacy Policy and any Data Processing Agreement form the entire agreement between the parties regarding the Service and supersede all prior proposals, representations and agreements, written or oral. Terms on a Customer purchase order or similar document are rejected and have no effect.
• Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, governmental action, failures of the internet or utilities, or acts of third-party service providers, provided it uses reasonable efforts to mitigate the effect.
• Assignment. Neither party may assign or transfer these Terms without the other party's prior written consent (not to be unreasonably withheld), except that either party may assign them without consent to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets, provided the successor assumes all obligations under these Terms.
• Subcontractors. We may use subcontractors and sub-processors to perform our obligations, and we remain responsible for their performance.
• Notices. Notices to us must be sent to hello@procapy.com or to our registered address. Notices to the Customer may be sent to the email address of the account owner or the billing contact on the Order Form. Notices are deemed received on the next business day after sending by email, or on delivery by courier.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Waiver and severability. A failure to enforce any provision is not a waiver of the right to do so later. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full effect.
• Export and sanctions. Each party will comply with applicable export control and sanctions laws. You represent that you are not, and are not acting on behalf of, a person or entity subject to sanctions that would prohibit us from providing the Service.
• Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws and confirms that it has not offered or received any improper payment or benefit in connection with these Terms.
• Language. These Terms are written in English. If a translation (including into Bahasa Indonesia) is provided or required by law, the parties agree that the English version will prevail in the event of any inconsistency, to the fullest extent permitted by law.

Questions about these Terms can be sent to hello@procapy.com. Postal notices can be sent to Procapy, Jakarta, Indonesia.