Terms of Service

01Acceptance of Terms

By accessing our website at prosynex.tech, engaging our services, or signing a service order, you ("Client") agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated by reference.

If you are accepting on behalf of a company, you represent that you have authority to bind that entity. If you do not agree, do not use our services.

02Definitions

03Our Services

Prosynex provides technology solutions as described in each Service Order. All services are subject to a scoping process. We will assign a dedicated CSA to your account, who will be your primary liaison, escalation point, and success manager throughout the engagement.

Service availability: We target 99.5% availability for managed services. Planned maintenance windows will be communicated at least 48 hours in advance. Emergency maintenance may be performed with minimal notice where required for security.

Third-party products: We resell and integrate products from OEM partners (hardware, software licences). Such products are subject to the respective manufacturer's end-user licence agreements in addition to these Terms.

04Client Obligations

To enable us to deliver services effectively, you agree to:

• Provide accurate, current information about your IT environment and requirements
• Designate a primary point of contact with authority to make decisions
• Provide timely access to systems, premises, and personnel as reasonably required
• Not use our services for any unlawful purpose or in violation of applicable regulations
• Maintain adequate backups of your own data independent of Prosynex-managed systems
• Promptly notify us of any security incidents or suspected breaches

05Orders, Pricing & Payment

Pricing: Fees are set in each Service Order. Prosynex reserves the right to revise pricing with 30 days written notice for ongoing engagements.

Payment terms: Invoices are due within 15 days of issue unless otherwise agreed. Late payments accrue interest at 1.5% per month. Prosynex may suspend services for accounts overdue by more than 30 days.

Taxes: All prices are exclusive of GST, TDS, and other applicable taxes, which will be added as required by Indian law. Clients are responsible for withholding tax compliance where applicable.

06Intellectual Property

Client data & systems: You retain all rights to your data, configurations, and pre-existing IP. You grant Prosynex a limited licence to access and process them solely to deliver the services.

Deliverables: Unless a Service Order specifies otherwise, custom deliverables created specifically for a Client become the Client's property upon full payment.

Prosynex IP: Our tools, methodologies, templates, proprietary software, and know-how remain the exclusive property of Prosynex. No licence is granted to these beyond what is necessary to use the deliverables.

07Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential, to use it only for the purposes of the engagement, and to restrict access to personnel with a need to know. This obligation survives termination for 3 years.

Exceptions apply where information is: independently developed, publicly available through no fault of the recipient, received lawfully from a third party, or required to be disclosed by law or court order (with prior notice where permitted).

08Disclaimers

Prosynex is not liable for outages or failures caused by third-party infrastructure, internet service providers, Force Majeure events, or Client's own actions or systems.

09Limitation of Liability

To the maximum extent permitted by law, Prosynex's total aggregate liability for any claim arising out of or related to these Terms shall not exceed the fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.

In no event will either party be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, even if advised of the possibility of such damages.

These limitations do not apply to: death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited under applicable law.

10Indemnification

You agree to indemnify and hold harmless Prosynex, its officers, employees, and agents from any claims, damages, or expenses (including reasonable legal fees) arising from: your breach of these Terms; your violation of applicable laws; or your use of the services in a manner not authorised by these Terms.

11Term & Termination

These Terms remain in effect for the duration of any active Service Order. Either party may terminate a Service Order by giving 30 days written notice, unless a different notice period is specified in that order.

Either party may terminate immediately if the other party: materially breaches these Terms and fails to cure within 14 days of written notice; becomes insolvent or subject to insolvency proceedings; or engages in fraudulent conduct.

Upon termination, Prosynex will provide a reasonable transition period and return or destroy Client data as requested, subject to applicable legal retention requirements.

12Governing Law & Disputes

These Terms are governed by the laws of India. Any dispute that cannot be resolved amicably within 30 days will be referred to arbitration in Pune, Maharashtra, under the Arbitration and Conciliation Act, 1996, conducted in English. The award shall be final and binding.

Nothing prevents either party from seeking injunctive or other equitable relief from a competent court where necessary to prevent irreparable harm.

13Changes & Contact

We may update these Terms from time to time. Material changes will be communicated with at least 14 days notice. Continued use of our services after the effective date constitutes acceptance.