This PRONERO Services Agreement, and the agreements, policies, and documents incorporated herein, (this “Agreement”), is entered into by and between Pronero Consultancy Services Pvt. Ltd.  (as defined herein) (“PRONERO,” “we,” or “our”,” FIRST PARTY”) and the entity or individual who enters into this Agreement (“Customer” or “you” or “SECOND PARTY”). This Agreement sets out the terms and conditions under which you may utilize our services.

This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent or any other document (“SOW”) executed between Pronero Consultancy Services Pvt. Ltd. or any of its affiliates [specifically identified in the SOW] (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting. 

1. First Party Payment Terms will be applied strictly after 10 days from invoice date and these terms will be enforced rigorously. Upon acceptance of a proposal for website development, graphic design or programming work, the First Party will issue an invoice for 40% of the total fee quoted, payable immediately and before any work or drafts are delivered to the Second Party. The balance of all fees for the project is due within 15 days of receipt of the final invoice.
2. The Second Party will reimburse incidental expenses including transportation, express courier or mailing, and other fees. Other than initial consultation, time spent for meetings at Second Party request is billed at an hourly rate, and travel time is billed at 1/2 hourly rate.
3. An invoice will be issued upon Second Party acceptance of the terms of the project proposal and upon completion of the contract (remainder plus any additional unquoted work). It’s not the First Party's duty to take cheques/payments from the Second Party. The Second Party needs to deposit/online transfer in the account of the First Party.
4. Any deposit paid to us and/or delivery times promised for work quoted is forfeited in its entirety if a period of 30 days or more elapses in which the project does not move forward due to insufficient or no contact from the Second Party for whatsoever reason, whether within the Second Party control or not.
5. It is the Second Party's responsibility to deliver material (e.g., logo, images, site content) required to complete any work quoted unless we have expressly and in writing undertaken to source any such material on our own account and we will take no responsibility whatsoever for any delays or forfeits caused by such material not being delivered. Please note it is not our policy to accept putting projects on hold and the Second Party should take steps to ensure that sufficient means are available to complete a project once a contract is entered into.
6. Deposit invoices for accepted proposals are payable immediately, and the commencement of a contract proper cannot take place until such deposit is received and cleared in our account. Credit terms on final or intermediate invoices are strictly 5 days from the invoice due date. Here First Party reserves the right to impose a Late Payment Charge (LPC) on any balances outstanding after the due date of the invoice. All amounts due to us shall be paid in full immediately when due without any deductions in respect of any claim, counterclaim or set-off. First Party reserves the right to terminate without notice the service of any Second Party who is in breach of these clear and unambiguous payment terms.

 
APPROVAL PROCESS

The customer will have seven (15) days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests as per the acceptance criteria agreed in the SOW (“Acceptance Criteria”). If no notice of non-conformance to Acceptance Criteria is reported during the Acceptance Period, Deliverables or Services are deemed accepted by the Customer.
DELIVERY
As First Party only offers remote services, where a System Administrator's time is the only real product, there are no "Delivery Charges". If a job requires travel, this will be agreed upon beforehand and appropriate expenses included in the quote for work. (Mostly, all support is given online).

Note: If the SECOND PARTY requests for the project taken or asks for backup then we never provide source code created by our company. However, we can provide the database because this database contains the data of clients.
REFUNDS

• As Web Development or Programming Work is a task of time, where the finished product is provisioned and deployed, once the First Party has started on a task, we cannot offer a refund. However, if the First Party is unable to complete the task due to problems on their end, they will first communicate with the Second Party to work out the best solution and, if appropriate, they will offer a full refund if they have only spent a short amount of time on the task as a whole.
• If the First Party has completed the task per the proposed milestone mentioned in the SOW then the payment will be refunded for the pending milestones only.
• It is our aim to always keep communication channels open so as to avoid these scenarios completely.
• If you have a recurring service with First Party, all charges are paid in advance during the billing cycle and are non-refundable.
• For billing cycles of 1 month or longer, and where a refund has been requested, please see below regarding cancellation.

RETURNS

First Party does not offer a returns policy due to the fact that our work is based on Time, and due to the laws of the universe, we cannot currently return time (that is impossible!)

CANCELLATIONS

• We appreciate that sometimes Second Party make mistakes when ordering services, or may change their mind before we start working on the project. If this is the case, simply contact us 2 working days from the payment date and we will gladly cancel the service and offer a full refund excluding third-party services costs involved in the projects.
• If we have already started and are a considerable way into the task, we reserve the right to request payment for at least the time spent working on the project.
• First Party reserves the right to charge a cancellation fee on projects of Rs. 5000.00 or above if canceled less than 48 hours before First Party is due to commence work, this will generally be no more than 20% of the originally agreed invoice or the forfeit of the initial 50% upfront fee if that was paid.
• If Second Party has a service that is recurring with First Party and wishes to cancel it, please contact us to let us know at least 15 days before your next billing date and we can terminate your services. Please note that services will continue to operate until the next billing date if you have canceled, but you will not be billed again unless you have other services with us. Therefore, if you cancel mid-billing cycle you will get what you paid for, and you don’t have to worry about canceling on an exact date to get the most out of the service.

ACCOUNT TERMINATION

• Normally no Accounts are terminated immediately after a suspension notice period expires and are then set for deletion within 48 hours. Once terminated your account ceases to exist. However, Second parties have been able to resurrect accounts by transferring cleared funds (usually cash payments) into our account before the close of the business day. In such instances, we will charge an Rs.2000.00 Reconnection Fee to temporarily remove termination from the account (however, it may be too late - if the account has been deleted no reinstatement will be possible).
• The account will not be reinstated until this fee is fully paid with cleared funds. Reinstatement of a Terminated account is neither a right nor a contract option - it is carried out at the exclusive discretion of the Director on duty at the time, and only then if the account has not been permanently deleted.
• Hosting accounts and domain names are charged annually in advance and much of the fees for these services are allocated to the administration of those services.
• If an account is closed before the end of the year paid for there is therefore no entitlement to a pro-rata reimbursement of unused time unless the account/domain name(s) has been paid for more than one year in advance in which case there will be a reimbursement entitlement for any whole year that remains unused on the account.

WHAT HAPPENS IF “Second Party DOES NOT PAY”?

You will leave us with no choice but to terminate the account to which the invoice refers. You will no longer be able to use our services irrespective of which the invoice refers. Any website or uploaded documents that you have on the account will be unreachable with immediate effect. If your website visitors find a link to your site in a search engine and click on that link they will arrive at a blank page. Any FTP access that you had to your website will be closed.

Once your account has been terminated all data on that account (e.g., e-mail and/or website) is automatically removed and cannot be restored (IMAP users please note). I want to discuss this - there must be some mistake! Before we Terminate, we issue a Suspension Notice, we will have done everything reasonable and proper for a professional business to recover monies owed to us by you. We have sent you invoices. We have probably sent you a copy invoice. We have sent you statements.

Our accounts department has been available by telephone, WhatsApp and email to discuss any inconsistencies or irregularities that you feel may exist in an invoice(s). But once we have issued a Termination Notice the time for discussion is over. First Party’s Payment Policy will be rigorously enforced and our advice to you is to pay the outstanding invoice(s) without delay. If you feel there is something to discuss, something which should have been discussed when the invoice(s) was originally issued then please contact our accounts department once your debt has been cleared.

WHAT HAPPENS IF “Second Party Pays the Invoice After Due Date”?

If the Second Party does not pay the amount by the due date of the invoice then the First Party is charged a Fee called an “LPC(Late Payment Charge)”, and this LPC extends the Invoice Due Date by 5 days, which means any Customer who has not paid the invoice after 5 days of the invoice due date then First Party reserves the right to send one notice email/information to the Second Party for Service Suspension before  24 hours and if the Second Party still fails in paying Invoice then All the Services related to Invoice will be suspended till the invoice payment and once the service is suspended then it needs 2 hours to be activated again. 
 
AFTER SUSPENSION WHAT TO DO?

The outstanding balance needs to be paid for with cleared funds. If you decide to send a cheque do so now - we will not be responsible for any postal or bank clearance delays in which case your account may still be terminated. Therefore, to settle the outstanding balance without delay you can make an immediate payment at your own bank, or by any other payment method. This T & C is only for the Credit Control of the Company, it does not include the terms of your service. For every Second Party we have a different service deployment policy depending on their services, please contact our business representative for that.

FURTHER INFORMATION

For further information about our policies, or to request copies of your personal information held by us, or to make a complaint about the handling of your personal information, please call us on the following contacts. You may also contact us to correct any details in your personal information that we hold.
 
Sincerely,
Customer Relationship Executive
Email: cre@pronero.in