Terms and Conditions

ProManage IT Solutions
Operating Address: A-25, ARV Park, Sector 63, Noida, Uttar Pradesh 201301, India
Registered Address: Kisan Gali, Katya Tola, Shahjahanpur, Uttar Pradesh 242001, India
Contact Email: contact@promanageitsolution.com

These Terms and Conditions (“Terms”) govern the provision of services by ProManage IT Solutions (“Company“, “We“, “Us“, or “Our“) to the client (“Client“, “You“, or “Your“). By engaging Our services, You agree to be bound by these Terms, which form a legally binding agreement between You and the Company. Please read these Terms carefully before availing of Our services.

1. Definitions

1.1. “Services” refers to all services provided by ProManage IT Solutions, including but not limited to website development, website optimization, website maintenance and fixation, search engine optimization (SEO), social media optimization (SMO), backlink creation, mobile application development, content writing, and other related digital or IT services.

1.2. “Deliverables” refers to any tangible or intangible outputs, including websites, applications, content, or reports, provided to the Client as part of the Services.

1.3. “Agreement” refers to these Terms, along with any quotation, proposal, or contract executed between the Company and the Client.

1.4. “Client Content” refers to any materials, data, or information provided by the Client to the Company for the purpose of rendering Services.

1.5. “Hosting Environment” refers to the server, hosting platform, or infrastructure used to host the Client’s website or application, whether provided by the Client or a third party.

2. Scope of Services

2.1. The Company agrees to provide Services as outlined in the mutually agreed-upon project proposal, quotation, or contract.

2.2. The scope of Services may include website development, website optimization, website maintenance, SEO, SMO, backlink creation, app development, content writing, and other related services, as specified in the Agreement.

2.3. Any additional services requested beyond the agreed scope shall be subject to additional charges and mutual agreement in writing.

2.4. The Company shall provide recommendations for the Hosting Environment or other technical requirements necessary for optimal performance of the Deliverables. However, the Client is responsible for ensuring that their Hosting Environment meets these requirements.

3. Client Obligations

3.1. The Client shall provide accurate, complete, and timely information, including Client Content, necessary for the Company to perform the Services.

3.2. The Client warrants that all Client Content provided to the Company is lawful, non-infringing, and does not violate any third-party rights, including intellectual property rights.

3.3. The Client shall cooperate with the Company, including responding promptly to requests for feedback, approvals, or clarifications.

3.4. The Client shall ensure that any third-party tools, software, or services (including the Hosting Environment) integrated into the project are licensed, compatible, and compliant with applicable laws.

3.5. The Client acknowledges that failure to provide necessary information, approvals, or a suitable Hosting Environment may result in delays, additional costs, or suboptimal performance of the Deliverables, for which the Company shall not be liable.

4. Payment Terms

4.1. Fees and Currency: The Client shall pay the Company the fees as outlined in the quotation, proposal, or contract. All payments shall be made in Indian Rupees (INR) unless otherwise specified in the Agreement. For international clients, payments may be made in US Dollars (USD) or other mutually agreed currencies, subject to conversion at the prevailing exchange rate on the date of payment as determined by the Company’s authorized bank.

4.2. Advance and Milestone Payments: Unless otherwise agreed, the Company requires an advance payment of up to 50% of the total project cost before commencing work. For projects exceeding 30 days, payments may be structured in milestones as outlined in the Agreement, with each milestone payment due upon completion of the respective phase.

4.3. Invoice Payment Terms: Invoices shall be issued as per the payment schedule in the Agreement and are payable within 7 days from the date of issuance unless otherwise specified. Payments shall be made via bank transfer, PayPal, or other methods approved by the Company.

4.4. International Transaction Fees: For international payments, the Client shall bear all bank charges, transaction fees, and currency conversion costs. The Company shall receive the full invoiced amount net of any deductions.

4.5. Late Payment Penalties: Late payments shall attract interest at the rate of 1.5% per month or the maximum rate permitted under Indian law, whichever is lower, calculated from the due date until the date of actual payment. The Company reserves the right to suspend or terminate Services for non-payment after providing 7 days’ written notice to the Client.

4.6. Non-Refundable Payments: All payments for Services, including advance payments and milestone payments, are non-refundable unless explicitly stated otherwise in the Agreement. In particular, no refunds shall be provided for Services such as SEO, SMO, or backlink creation due to their effort-based nature and dependence on external factors beyond the Company’s control (e.g., search engine algorithms, third-party platform policies).

4.7. Taxes and Duties: The Client shall be responsible for all applicable taxes, including Goods and Services Tax (GST) as per the Goods and Services Tax Act, 2017, for Indian clients, and any applicable taxes or duties in their jurisdiction for international clients. The Company shall include GST on invoices for Indian clients as required by law.

4.8. Third-Party Costs: The Client shall bear all costs associated with third-party services or products required for the project, including but not limited to hosting services, domain registration, premium plugins, or software licenses. The Company shall not be liable for any delays or performance issues arising from the Client’s failure to procure or maintain such services.

4.9. Payment Disputes: Any disputes regarding invoices or payments shall be communicated to the Company in writing within 7 days of receiving the invoice. Failure to raise a dispute within this period constitutes acceptance of the invoice. Payment disputes shall be resolved through good-faith negotiations or, if necessary, arbitration as per Clause 14.

4.10. Foreign Exchange Compliance: All international payments shall comply with the Foreign Exchange Management Act, 1999, and applicable Reserve Bank of India (RBI) regulations. The Client shall ensure that payments are made through authorized banking channels or payment gateways approved by the Company.

5. Intellectual Property Rights

5.1. Upon full payment of all fees, the Company grants the Client a non-exclusive, non-transferable license to use the Deliverables for their intended purpose.

5.2. The Company retains ownership of all pre-existing intellectual property, tools, frameworks, or methodologies used in the provision of Services.

5.3. The Client retains ownership of all Client Content provided to the Company. The Client grants the Company a worldwide, non-exclusive, royalty-free license to use, modify, and reproduce Client Content solely for the purpose of rendering Services.

5.4. The Client warrants that it has the necessary rights to use any Client Content provided and indemnifies the Company against any claims arising from the use of such content.

6. Confidentiality

6.1. Both Parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the project, except as required by law.

6.2. The Company may showcase the Deliverables in its portfolio or marketing materials, subject to the Client’s prior written consent.

7. Global Operations and Legal Compliance

7.1. The Company provides Services to clients worldwide and operates in compliance with the laws of India, including but not limited to the Information Technology Act, 2000, and the rules framed thereunder.

7.2. The Client acknowledges that the Services may be subject to the laws and regulations of their respective jurisdictions. The Client is solely responsible for ensuring compliance with local laws applicable to their use of the Services or Deliverables.

7.3. The Company shall not be liable for any non-compliance with foreign laws or regulations unless explicitly agreed in writing to provide such compliance services.

7.4. The Client shall inform the Company of any specific legal or regulatory requirements in their jurisdiction that may impact the Services.

8. Hosting and Performance of Deliverables

8.1. Hosting Environment Responsibility: The Client is responsible for procuring and maintaining a suitable Hosting Environment that meets the technical requirements specified by the Company for the optimal performance of the Deliverables (e.g., website or application).

8.2.Performance Issues Due to Hosting: The Company shall not be liable for any performance issues, downtime, or errors in the Deliverables caused by an inadequate or incompatible Hosting Environment, including but not limited to insufficient server resources, outdated software, or lack of necessary upgrades.

8.3. Hosting Recommendations: The Company may provide recommendations for upgrading the Hosting Environment to ensure compatibility with the Deliverables. Such recommendations are made in good faith to optimize performance and are not an attempt to sell additional services unless explicitly stated.

8.4. Client’s Refusal to Upgrade: If the Client chooses not to follow the Company’s recommendations for upgrading the Hosting Environment, the Client acknowledges that the Deliverables may not perform as intended, and the Company shall not be liable for any resulting issues.

8.5. Testing and Handover: The Company shall test the Deliverables in a controlled environment prior to delivery. Upon delivery, the Client is responsible for testing the Deliverables in their Hosting Environment and promptly reporting any issues within 7 days. Failure to report issues within this period constitutes acceptance of the Deliverables.

9. SEO and Performance-Based Services

9.1. No Guaranteed Results: The Client acknowledges that SEO, SMO, and backlink creation services are subject to external factors beyond the Company’s control, including but not limited to search engine algorithm changes, third-party platform policies, and market competition. The Company does not guarantee specific results, such as search engine rankings, website traffic, or conversions, unless explicitly stated in the Agreement.

9.2. Performance Metrics: Any performance metrics or reports provided by the Company are for informational purposes only and do not constitute a guarantee of results.

9.3. No Refunds for Perceived Non-Performance: The Client shall not be entitled to a refund for SEO, SMO, or backlink creation services based on perceived lack of performance, as these services are effort-based and subject to external variables.

9.4. Client Cooperation: The Client agrees to provide necessary access (e.g., website admin access, analytics accounts) and timely feedback to enable the Company to perform SEO, SMO, or related services effectively. Failure to do so may impact the outcome of the Services, for which the Company shall not be liable.

10. Warranties and Disclaimers

10.1. The Company warrants that the Services will be performed with reasonable skill and care, in accordance with industry standards.

10.2. The Company does not guarantee specific results, such as search engine rankings, website traffic, or business outcomes, as these depend on various external factors beyond the Company’s control.

10.3. The Services and Deliverables are provided on an “as-is” basis. The Company disclaims all implied warranties, including warranties of merchantability or fitness for a particular purpose, to the extent permitted by law.

11. Limitation of Liability

11.1. To the fullest extent permitted by law, the Company’s total liability for any claim arising out of or in connection with the Services shall be limited to the amount paid by the Client for the specific Services giving rise to the claim.

11.2. The Company shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

11.3. The Company shall not be responsible for any delays, errors, or losses caused by the Client’s failure to provide timely or accurate information, maintain a suitable Hosting Environment, or comply with third-party platform requirements.

12. Termination

12.1. Either Party may terminate the Agreement by providing written notice in case of a material breach by the other Party, provided the breaching Party fails to remedy the breach within 30 days of receiving notice.

12.2. The Company reserves the right to suspend or terminate Services if the Client fails to make payments as per the agreed schedule or fails to provide necessary cooperation or resources.

12.3. Upon termination, the Client shall pay for all Services rendered up to the date of termination, and the Company shall deliver any completed Deliverables, subject to full payment.

13. Force Majeure

13.1. The Company shall not be liable for any failure or delay in performing Services due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, governmental actions, or technical failures.

14. Dispute Resolution

14.1. Any disputes arising out of or in connection with these Terms shall first be attempted to be resolved amicably through good-faith negotiations between the Parties.

14.2. If the dispute remains unresolved, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, in Noida, Uttar Pradesh, India. The arbitration shall be conducted by a sole arbitrator appointed mutually by the Parties, and the proceedings shall be in English.

14.3. The award of the arbitrator shall be final and binding on both Parties, subject to applicable law.

15. Governing Law and Jurisdiction

15.1. These Terms shall be governed by and construed in accordance with the laws of India.

15.2. Subject to Clause 14, any legal proceedings arising out of these Terms shall be subject to the exclusive jurisdiction of the courts in Noida, Uttar Pradesh, India.

16. Amendments

16.1. The Company reserves the right to modify these Terms at any time. Updated Terms will be communicated to the Client, and continued use of the Services constitutes acceptance of the revised Terms.

17. Miscellaneous

17.1. Entire Agreement: These Terms, along with any quotation or contract, constitute the entire agreement between the Parties and supersede all prior agreements or understandings.

17.2. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17.3. Assignment: The Client may not assign their rights or obligations under these Terms without the Company’s prior written consent.

17.4. Notices: All notices under these Terms shall be sent to the Company’s contact email (contact@promanageitsolution.com) or the Client’s designated email address.

Contact Us:

For any questions or concerns regarding these Terms, please contact us at:
ProManage IT Solutions
Email: contact@promanageitsolution.com
Address: A-25, ARV Park, Sector 63, Noida, Uttar Pradesh 201301, India

By engaging Our Services, You acknowledge that You have read, understood, and agreed to be bound by these Terms and Conditions.