Terms of Service — Procursea

1. Acceptance of these terms

1.1 These Terms of Service (the “Terms”) form a binding agreement between you (“you”, “Customer”) and Procursea Ltd, a company registered in the United Kingdom (“Procursea”, “we”, “us”), and govern your access to and use of the Procursea platform, our websites and any related services (the “Service”).

1.2 By creating an Account, signing in, or using the Service you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Service.

1.3 If you are entering into these Terms on behalf of a company, vessel owner, management company or other legal entity, you represent that you have authority to bind that entity, and “you” and “Customer” refer to that entity.

2. Definitions

“Account” means the account you register to access the Service.
“Customer Data” means data, content and information uploaded, generated or processed by you through the Service, including inventory records, RFQs, quotes, purchase orders, invoices and supplier communications.
“Onboarding Fee” means the one-off fee payable in respect of each Vessel for initial configuration, data migration, setup and training, as set out in the Order Form or in our published pricing.
“Order Form” means the order document, quotation or online checkout through which you subscribe to the Service, identifying the Vessel or Vessels, the plan, and the fees payable.
“Subscription” means a paid plan granting access to the Service in respect of one Vessel for a defined period.
“User” means an individual authorised by the Customer to use the Service under the Customer’s Account.
“Vessel” means a single yacht or ship identified in an Order Form by name and, where applicable, by IMO number or official registration number.

3. Account registration and users

3.1 You must provide accurate and current information when creating an Account and keep it up to date.

3.2 You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your Account. You must comply with the authentication requirements we apply to the Service, including minimum password requirements. Notify us immediately at info@procursea.com of any unauthorised use or suspected compromise of credentials.

3.3 The Service is provided for business purposes only, to adult professional users aged 18 or over. It is not offered to consumers and is not intended for personal, family or household use. You confirm that you are subscribing in the course of a business, whether as a vessel owner, a management company, or an entity acting for a Vessel.

3.4 You are responsible for the acts and omissions of your Users as if they were your own, including their compliance with clause 6 and clause 8.

4. Subscriptions, fees and payment

4.1 Access to the Service is provided on a subscription basis. Pricing is published on our website or as agreed in your Order Form.

4.2 The Service is licensed on a per-Vessel basis. A separate Subscription and a separate Onboarding Fee are required for each Vessel. A Subscription in respect of one Vessel does not entitle you to use the Service for any other Vessel, whether or not that Vessel is owned, operated or managed by you or by the same person or group.

4.3 Where you are a management company, agent, owner’s representative or similar, each Vessel under your management or control requires its own Subscription and its own Onboarding Fee. Fleet, group or multi-Vessel arrangements are available only where expressly agreed in writing in an Order Form.

4.4 To add a Vessel, a new Subscription commences in respect of that Vessel and the applicable Onboarding Fee becomes payable.

4.5 If you use, or permit the use of, the Service in respect of a Vessel for which no Subscription is in force, we may invoice you for the applicable Subscription fees from the date of first such use together with the applicable Onboarding Fee, without prejudice to any other right or remedy available to us.

4.6 The number of Users permitted under a Subscription is as set out in the applicable plan or Order Form.

4.7 Each Subscription has an initial term of twelve months from its start date (the “Initial Term”), unless a different term is stated in the Order Form. You may not terminate a Subscription for convenience during the Initial Term, and the fees for the Initial Term remain payable in full.

4.8 After the Initial Term, the Subscription continues on a rolling monthly basis and renews automatically until either party terminates on not less than thirty days’ written notice, such notice to take effect at the end of the then-current billing period.

4.9 Payment is processed by Stripe. By providing payment details, you authorise Procursea, via Stripe, to charge the applicable fees on a recurring basis until the Subscription ends in accordance with these Terms. We do not receive or store full card numbers.

4.10 Fees are exclusive of VAT and any other applicable taxes, which will be added where required.

4.11 Fees already paid are non-refundable except as required by law. We do not provide pro-rata refunds for any unused portion of a billing period or Initial Term.

4.12 If a payment fails, we may suspend or terminate your Account after reasonable notice. Suspension for non-payment does not relieve you of the obligation to pay fees accrued or falling due during the Initial Term.

4.13 We may change our published pricing for renewal periods on not less than thirty days’ notice before the start of the relevant renewal period. Price changes do not apply during an Initial Term.

5. Onboarding

5.1 An Onboarding Fee is payable in respect of each Vessel. It covers initial configuration of the Vessel on the platform, migration of the data you supply, setup of departments and permissions, and the training described in the Order Form.

5.2 The Onboarding Fee is payable in advance and is non-refundable in all circumstances, including where you terminate before, during or immediately following onboarding, and including where onboarding is delayed or frustrated by your failure to provide data, access or personnel. This does not affect any refund we are required to provide by law.

5.3 Onboarding commences on receipt of the Onboarding Fee and of the data and access we reasonably require from you. Where you do not provide these within a reasonable period, we may treat onboarding as complete and commence the Subscription notwithstanding.

5.4 Onboarding does not include bespoke development, integration with your other systems, or ongoing data entry, unless expressly stated in the Order Form.

6. Acceptable use

You agree not to:

Use the Service in violation of any applicable law or regulation, including export, sanctions, anti-bribery and competition law.
Attempt to access, probe, scan, reverse engineer, decompile or disassemble the Service or any part of it, except as expressly permitted by law or as expressly authorised under our Vulnerability Disclosure Policy. Good-faith security research conducted in accordance with that policy is permitted and will not be treated as a breach of these Terms.
Use the Service to transmit malware, spam, or harmful content, or to interfere with the Service’s integrity or performance.
Resell, sublicense, or expose the Service to third parties without our prior written consent.
Use the Service in respect of any Vessel for which no Subscription is in force.
Use AI features to generate or distribute content that is unlawful, deceptive, or infringing.
Harvest or collect information about other users without consent.
Attempt to access data belonging to any Vessel other than one for which you hold a valid Subscription.

7. Intellectual property

7.1 Procursea and its licensors own all right, title and interest in and to the Service, including all software, designs, algorithms, models, branding, documentation and any improvements. Nothing in these Terms transfers ownership to you.

7.2 Subject to your compliance with these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Service during your Subscription term, in respect of the Vessel to which that Subscription relates, for your internal business purposes.

7.3 Feedback you provide about the Service may be used by us without restriction or obligation to you.

8. Customer data

8.1 As between you and us, you retain all rights in and to Customer Data. You grant us a worldwide, royalty-free licence to host, copy, transmit and process Customer Data solely as necessary to provide and improve the Service and to comply with law.

8.2 You are responsible for the accuracy, legality and quality of Customer Data and for obtaining all necessary consents from your personnel and third parties, including suppliers.

8.3 In respect of account and identity data relating to your Users, we act as a data controller, as described in our Privacy Policy. In respect of Customer Data that you upload or generate through the Service and that contains personal data, we act as a processor on your behalf.

8.4 Where we act as processor, our processing activities are described in the Privacy Policy. If your organisation requires a formal Data Processing Agreement under UK GDPR Article 28, including specific terms on sub-processors, audit rights, international transfers and breach notification, contact info@procursea.com to execute a separate DPA before the start of processing.

8.5 The Service is not designed to hold special category personal data. You must not upload to the Service, or otherwise input into it, any data revealing health, racial or ethnic origin, religious or philosophical beliefs, trade union membership, genetic or biometric data, sex life or sexual orientation. This includes crew medical certificates, seafarer medical fitness certificates, passports, seafarer identity documents and visa documentation. If you require the Service to hold such data, contact us in advance to agree appropriate terms in writing.

8.6 All Customer Data is classified and handled in accordance with the protection levels set out in our Information Security Policy and summarised in our Privacy Policy.

9. Confidentiality

Each party will treat the other’s non-public information disclosed under these Terms as confidential and will use it only to perform its obligations or exercise its rights. This obligation survives termination for a period of three years.

10. Third-party services and integrations

10.1 The Service relies on the following third-party providers: Stripe for payment processing, Neon for database hosting, Replit for application hosting, Cloudinary for media storage, Microsoft and Google for optional mailbox integration, and OpenAI, Anthropic and Google for AI-assisted item identification. The current list of sub-processors is maintained in our Privacy Policy.

10.2 Where you choose to connect a Microsoft Outlook or Google Gmail mailbox, your use of that provider’s service remains subject to that provider’s own terms. Our handling of mailbox data, including the limited use commitments that apply to it, is set out in our Privacy Policy.

10.3 AI features process product and inventory data and images that you submit. Content retrieved from a connected mailbox is not sent to AI providers.

10.4 Procursea is not responsible for the availability, accuracy, or actions of any third-party service.

11. Service availability, support and security

11.1 We will use commercially reasonable efforts to keep the Service available, but we do not guarantee uninterrupted or error-free operation.

11.2 We may carry out scheduled maintenance. Where maintenance is expected to cause material interruption, we will give reasonable advance notice by email or in-product notification. We may carry out emergency maintenance without notice where necessary to protect the security or integrity of the Service.

11.3 Support is provided during our normal business hours by email to info@procursea.com. A formal service level agreement, including availability targets and service credits, is available on request and applies only where expressly agreed in writing in an Order Form.

11.4 We maintain technical and organisational security measures as set out in our Information Security Policy, including encryption in transit and at rest, application-layer encryption of authentication credentials and third-party access tokens, role-based access control, and enforced separation between Vessels. The platform is assessed against the Cloud Application Security Assessment framework, which is based on the OWASP Application Security Verification Standard.

11.5 We will notify you without undue delay after becoming aware of any personal data breach affecting Customer Data, and will provide the information reasonably required for you to meet your own regulatory obligations.

12. Warranties and disclaimers

12.1 We will provide the Service with reasonable skill and care.

12.2 Except as expressly stated, the Service is provided “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, we exclude all other warranties, conditions and representations, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

12.3 AI-generated outputs, including item identifications, suggestions and summaries, may be inaccurate or incomplete. You are responsible for reviewing AI outputs before relying on them, particularly for safety-critical, class-related, or financial decisions.

13. Limitation of liability

13.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited.

13.2 Subject to clause 13.1, neither party shall be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, or for loss of profits, revenue, data, anticipated savings, business opportunity, or goodwill, however caused.

13.3 Subject to clause 13.1, our total aggregate liability arising out of or relating to these Terms in any twelve month period shall not exceed the fees paid by you to Procursea in that period.

14. Indemnity

You will indemnify and hold Procursea harmless from any third-party claim, loss or expense, including reasonable legal fees, arising out of your breach of these Terms, Customer Data, including any breach of clause 8.5, or your unlawful or unauthorised use of the Service.

15. Suspension and termination

15.1 Either party may terminate a Subscription with effect from the end of its Initial Term, or at any time thereafter on not less than thirty days’ written notice taking effect at the end of the then-current billing period. Termination may be effected through Account settings or by written notice.

15.2 We may suspend or terminate your access immediately if you materially breach these Terms, fail to pay fees when due, or use the Service in a way that puts our infrastructure or other customers at risk.

15.3 On termination, your right to use the Service ends. You may export Customer Data for thirty days following termination. We will delete Customer Data within a further thirty days after that export window closes. This does not apply to records we are required to retain by law, including our own invoices and accounting records, which are retained for six years as described in our Privacy Policy, or to encrypted backups, which are overwritten on a rolling basis within ninety days.

15.4 Termination does not relieve you of the obligation to pay fees accrued or falling due before termination takes effect, including fees for the remainder of any Initial Term.

15.5 Clauses 7, 8, 9, 13, 14 and 17 survive termination.

16. Modifications

We may modify these Terms from time to time. Material changes will be notified by email or in-product notice at least fourteen days before they take effect. Continued use of the Service after that date constitutes acceptance of the revised Terms.

17. Governing law and jurisdiction

17.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes, are governed by the laws of England and Wales.

17.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms.

18. General

18.1 Entire agreement. These Terms, together with our Privacy Policy and any Order Form, constitute the entire agreement between the parties. Where an Order Form conflicts with these Terms, the Order Form prevails in respect of the matters it expressly addresses.

18.2 Severability. If any provision is held unenforceable, the remainder will continue in full force.

18.3 No waiver. Failure to enforce any right is not a waiver of that right.

18.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a reorganisation, incorporation, merger, acquisition, or sale of assets.

18.5 Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

18.6 Force majeure. Neither party is liable for any delay or failure caused by events outside its reasonable control.

18.7 Notices. Notices to Procursea must be sent to info@procursea.com. Notices to you may be given by email to the address on your Account or by in-product notification.

19. Contact

Procursea Ltd
United Kingdom
Email: info@procursea.com