Terms of Service

We use the following terms in our Terms and Conditions:

• 1.1. “Additional Service” means a Service or an upgrade to the Platform developed by Precoro according to a separate written individual request of a User sent to Precoro that is ordered by the Customer and provided by Precoro in accordance with these Terms and such individual request, and which invokes additional fees payable by the Customer in addition to its fees under the Payment Plan. Fees for Additional Services are agreed upon individually. In any case, Precoro reserves the right to unilaterally terminate the provision of AdditionalServices at any given time without providing reasons to do so.
• 1.2. When we refer to “Precoro”,or we use pronouns like “we,” “us,” or “our,” we are referring to Precoro, Inc as well as its parents, affiliates, and subsidiaries, our Website, or our Service.
• 1.3. “Concierge Setup“ is an additional service which means all implementation and training services for which fees begin to be charged after your Precoro Account is fully set up, but in any case, no later than thirty (30) days after Precoro has started setting up your Precoro Account.
• 1.4. “Customer” means a legal entity that has Users visiting, browsing, accessing, downloading, installing, or otherwise using the Platform.
• 1.5. “Customer Data” refers to any data, information, content, records, and files that a Customer (or any of its Users) loads, receives through, transmits to, or enters into the Platform or otherwise provides to Precoro, including any and all intellectual property rights in any of the foregoing.
• 1.6. “Order Form” refers to the document setting up a special arrangement signed or executed by electronic means (including e-mail) by the Customer and Precoro at any given
• 1.7. “Party” or “Parties” means the Company and/or the Customer.
• 1.8. “Payment Plan” is a regular tariff that indicates a fee for each User and the minimum quantity of Users and shall be chosen and paid by the Customer on a regular basis according to the Terms.
• 1.9. “Platform” refers to (i) the software, hardware, and systems used by Precoro to host and make the Services available; and (ii) the Website.
• 1.10. “Precoro Account” refers to a tool that is linked to a certain User and Customer via the registration process and specific information provided during the process of creating a Precoro Account, and that allows users to sign in to the Website and use the Services available therein.
• 1.11. “Services” refers to the services provided by Precoro via the Website and which provide streamlined procurement processes for businesses. This includes the possibility of carrying out and recording requests, approvals, purchases, receipts, and to record payments for the Customer's procurements.
• 1.12. “Terms” refers to the Terms and Conditions that manage and govern relationships between Customer and Precoro and provision of Services.
• 1.13. “User” is an individual who is an employee or contractor of a Customer that is authorized by the latter to have access to and use the Platform via a Precoro Account.
• 1.14. “Website” refers to the website https://precoro.com/, which we use for the provision of Services.

Creating a Precoro Account

• 3.1. You will need a Precoro Account to access the Services and Additional Services. Your Precoro Account lets you sign into Services.
• 3.2. By Creating a Precoro account, you, therefore, accept the terms associated with it. In case any of alterations or adjustments to the Terms, you hereby give your consent by continuing to use the Services after being notified of any respective changes. You agree not to use any false, inaccurate, or misleading information when signing up for your Precoro Account. You cannot transfer your Precoro Account credentials to another User, Customer, or any third party. To protect your Precoro Account, keep your Precoro Account details and password confidential. You are solely responsible for all the activity that occurs on your Precoro Account.
• 3.3. You must immediately notify Precoro of any actual or suspected unauthorized use of the Platform. Precoro reserves the right to suspend, deactivate, or replace any Precoro Account if it determines that it may have been used for an unauthorized purpose or in violation of these Terms.
Limitations of Use
• 3.4. The Customer acknowledges and agrees that he/she is responsible for all Users' compliance with these Terms and any guidelines and policies published by Precoro from time to time and all Users' activities on the Platform. Without limiting the generality of any of the foregoing, the Customer will not allow, by any means, any other person (including any User) to:
  • 3.4.1. use the Platform to send, upload, collect, transmit, store, use, disclose, process or ask Precoro to obtain from third parties or perform any of the above with respect to any Customer data:
    • 3.4.1.1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
    • 3.4.1.2. that the Customer or the applicable User does not have the lawful right to send, upload, collect, transmit, store, use, disclose, process, copy, transmit, distribute and display or process in any other way;
    • 3.4.1.3. that violates any applicable law or infringes violates, or otherwise embezzles the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity, etc.); or
  • 3.4.2. disable, overly burden, impair or otherwise interfere with servers or networks connected to the Platform (e.g., a denial of a service attack, etc.);
  • 3.4.3. attempt to gain unauthorized access to the Platform;
  • 3.4.4. use any data mining, robots, or similar data gathering or extraction methods or copy, modify, reverse engineer, reverse assemble, disassemble or decompile the Platform or any part thereof or otherwise attempt to discover any source code; except as expressly provided for in these Terms, etc.;
  • 3.4.5. use the Platform for the purpose of building a similar or competitive product or service; or
  • 3.4.6. use the Platform other than permitted by these Terms.
• 3.5. In case Precoro indicates or in any way discovers any activity or facts described in clause 3.4 above, it reserves the right to immediately suspend the use of a Precoro Account, whose Users were involved in said activity, without any notices and thus claim from the respective Customer any damages, penalties, fines or other payments suffered by Precoro (if any) as a result of said activity.

Balance of the Precoro Account

• 4.1. In order to be able to pay for the Services and use them, you need to have a positive balance of funds in your Precoro Account at all times. Replenishment of the balance is done by wire transfer or a credit card payment, or any other methods which may be clearly advertised on the Website in accordance with a relevant invoice with a sum equal to the amount of said transfer.
• 4.2. Services are provided on the basis of a subscription. Invoices for the Services are issued annually. You can download your invoice or pay by credit card https://app.precoro.com/manage/company/balance.
• 4.3. All payment obligations pursuant to this Agreement shall remain in force at all times, and all payments are non-refundable except as otherwise provided in section 5 below.
• 4.4. If the balance in your Precoro Account is not enough to cover a one (1) day Services fee, it will be blocked.
• 4.5. The funds are credited in US dollars at the exchange rate indicated by Precoro according to Precoro’s accounting rules on the date of the invoice.

Payment for Services

• 4.6. We charge you for using the Services (excluding Additional Services) by debiting your Precoro Account on a monthly basis according to your Payment Plan. You must choose your Payment Plan on the Website. Charging for Additional Services is carried out according to Article 1.1., 4.17. and 4.20. of the Terms.
• 4.7. The amount (rounded up to two (2) decimals) to be debited from your balance is calculated by using the formula:
  Cost of services Precoro = ΣN*Qa*P It means
  ● N — Number of users with the same Qa
  ● Qa — % of activity in Precoro is calculated as the percentage of the number of days for which the user has been marked "Active" to the number of days in a month and rounded to an integer.
  ● P is the cost of the user.
  
• 4.8. Your Precoro Account is activated after we receive your first payment for Services and Additional Services (if ordered). Following the activation of your Precoro Account, it shall be regularly and automatically debited by Precoro in accordance with your Payment Plan and terms and conditions indicated in this document unless there is a separate agreement in writing agreeing otherwise or the Concierge Setup is used in which case fees will be charged no later than thirty (30) days from the activation date. You can follow and check your balance here https://app.precoro.com/manage/company/balance.
• 4.9. We start to charge you for using the Concierge Setup after your Precoro Account is fully set up, but in any case, no later than thirty (30) days after we have started setting up your Precoro Account.
• 4.10. When you add a User to your Precoro Account, and the number of added Users exceeds the minimum number of Users indicated in the Payment Plan, your balance will be debited based on the current number of Users you have.
• 4.11. When you add a User to your Precoro Account, and the number of added Users is less than the minimum quantity of Users indicated in the Payment Plan, your balance will be debited based on the minimum quantity of Users indicated in the Payment Plan.
• 4.12. Some Customers’ fees under certain Payment Plans may change from time to time when the initial number of Users increases. An automatic Payment Plan change is not available, and in order to request a change of fees in your Payment Plan, you need to contact our support team at [email protected] Precoro will charge your Precoro Account for the actual number of Users in case you did not request a change of fees as required.

Suspension Policy

• 4.13. If there are not enough funds in your Precoro Account balance to pay for one day of using the Services, Precoro reserves the right to suspend the access of all your Users to the Precoro Account.
• 4.14. Users with administrative rights can access information about their balance of funds and corresponding payment history in their Precoro Account as indicated below:
  • ● https://app.precoro.com/manage/company/balance/
  • ● https://app.precoro.com/manage/company/withdrawal
• 4.15. We notify Users with administrative rights about the suspension of their Precoro Accounts thirty (30), ten (10) days, and one (1) day in advance before a suspension.

Fees

• 4.16. The Customer pays applicable fees, set out in the Payment Plan, to Precoro in accordance with the payment terms set out herein and in the Payment Plan.
• 4.17. According to a Customer’s separate request, the Parties may agree upon a fee for Additional Services which are not indicated in a Payment Plan.
• 4.18. Precoro has the right to change its Payment Plan fees unilaterally. If such change is to the disadvantage of the Customer, Precoro shall notify the Customer in writing within ninety (90) days Parties in writing. The Customer has the right within thirty (30) days of such notice to terminate the affected Service in writing with effect from the date the fee increase would have entered into force. If such notice of termination is not given, the Customer is deemed to have approved new fees.

Invoicing

• 4.19. Precoro prepares and sends invoices of any fees that are due and payable to Customers using their contact details on file with Precoro. Unless otherwise expressly stipulated in the Payment Plan, the Customer shall pay all invoices within ten (10) calendar days of the invoice date.
• 4.20. Fees for Additional Services (if any) are indicated in a separate invoice.

Disputed Invoices or Charges

• 4.21. If the Customer believes that Precoro has charged or invoiced them incorrectly, they must contact Precoro no later than thirty (30) days after having been charged, especially if the Customer has received an invoice in which an error or problem appeared, in order to receive an adjustment or credit, if applicable. In the event of a dispute, the Customer shall pay any disputed amounts in accordance with the payment terms indicated herein, and all parties included will discuss the disputed amounts in good faith in order to resolve the dispute.

Late Payment

• 4.22. Precoro reserves the right to suspend the Customer’s access to the Services until all due amounts are paid in full.

Certain Taxes

• 4.23. The Fees set out in these Terms do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property, or any other taxes in any and all jurisdictions, and all applicable duties, tariffs, assessments, export, and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms, and the Customer pays, indemnifies and holds Precoro harmless from same, other than taxes based on the net income or profits of Precoro.

• 6.1. Subject to the Customer's compliance according to these Terms, Precoro will make the Platform available to the Customer on the terms and conditions set out in these Terms.
• 6.2. Precoro may, at its discretion and without any notice:
  • 6.2.1. suspend, terminate, or limit the Customer's access to or use of the Precoro Account or the Platform or any component thereof; or
  • 6.2.2. modify the Platform without notice or approval of Customers and/or Users.
• 6.3. Precoro will use commercially reasonable efforts to provide reasonable advance notice of such a suspension, termination, or limitation.

Availability Control

• 6.4. The data center provider of Precoro works with commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
• 6.5. Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores twice a day and replicated across several data centers and availability zones.
• 6.6. Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using industry-standard methods.
• 6.7. The Precoro product is designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with the goal of preventing single points of failure. This design assists Precoro operations in maintaining and updating the product applications and backend while limiting downtime.

10.1. Precoro is a custodian of Customer Data. During the term of using the Services and/or having an active Precoro Account, the Customer will be permitted to export or share certain Customer Data used for the provision of the Services and collaboration between Precoro and the Customer under these Terms. The Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable after the Precoro Account is de-activated or Services are no longer provided to the Customer. Following the termination or expiration of any of the Services ordered or a de-activation of the Customer's Precoro Account, we will have no obligation to maintain or provide any Customer Data and may thereafter delete all Customer Data in our systems or otherwise in our possession or under our control. Customer Data is stored no longer than one year after the termination unless otherwise is not requested by any applicable laws.

12.1. Neither party shall be liable for failure to perform its obligations under the Agreement if the failure results from circumstances beyond that party's reasonable control; provided, however, that in order to avail itself of the excuse from performance under this Section, the party seeking such excuse must demonstrate diligence in notifying the other party and in attempting to remedy any such supervening conditions. The time of performance of either party's obligations hereunder shall be extended by the time period reasonably necessary to overcome the effects of such circumstances, provided, however, that if such circumstances continue beyond sixty (60) days, the party awaiting performance may cancel the affected Purchase Order without being obligated to compensate the other Party.