Terms and conditions

Who we are

This website, https://www.projovi.co, and the services described on it are provided by Projovi (OPC) Private Limited (CIN U74999RJ2018OPC061647) ("Projovi", "we", "us"), a company incorporated in India. Registered office: 1/288, W.N.1, Jhunjhunu City, Jhunjhunu, Rajasthan 333001, India. Working office: E210, E Block, Sector 63, Noida, Uttar Pradesh 201301, India.

"You" means the person using the site and, where you act for a business, that business. If you accept a proposal on behalf of a company, you confirm you have authority to bind it.

Agreement and order of precedence

These terms apply to your use of the site and to every proposal, statement of work and service we provide, unless a signed agreement says otherwise.

For a project, the documents that apply are, in order of priority: (1) any separate written agreement signed by both parties; (2) the accepted proposal or statement of work; (3) these terms. If they conflict, the higher document prevails to the extent of the conflict.

Using the site

You may use this site for lawful business purposes and in line with these terms. You agree not to:

• attempt to disrupt, overload or gain unauthorised access to the site or our systems;
• probe the site for vulnerabilities, or run automated scanning, without our written permission;
• scrape or copy the site's content at scale, or use it to build a competing product;
• submit false, misleading or unlawful enquiries, or content that infringes the rights of others.

The site is provided on an as-available basis. We may change, suspend or withdraw any part of it at any time.

Information on the site

Content on the site is general information. It is not a quote, an offer capable of acceptance, or professional advice. We try to keep it accurate and current, but we do not warrant that it is complete or error-free.

Services and proposals

We provide technology services to businesses, including those listed on the services pages of this site.

• Consultation: the first 30-minute consultation is free.
• Proposal: after the consultation we send a written, fixed-price proposal that sets out the scope, deliverables, timeline, milestones, fees, assumptions and exclusions. Proposals are valid for 30 days from the date issued unless they say otherwise.
• Acceptance: a proposal is accepted when you sign it, confirm acceptance in writing (including by email) or pay the first invoice. Work begins once we have the first payment and the access and information we need.
• Milestones: projects are billed by milestone as set out in the proposal. Managed services are billed monthly.
• Change of scope: work outside the agreed scope is handled through a written change request that states the effect on fees and timeline. We start the extra work only after you approve it in writing.
• Standard of work: we perform services with reasonable skill and care, using suitably qualified people. We may use subcontractors and remain responsible for their work.

Fees and payment

Fees are stated in the proposal.

• Currency: fees are quoted and invoiced in Indian rupees (INR) or US dollars (USD), as stated in the proposal.
• Payment methods: we take payment through Razorpay and Stripe (cards, UPI and net banking where available) or by bank transfer. Payment pages are operated by those providers under their own terms.
• Gateway and bank charges: unless the proposal says otherwise, fees exclude charges levied by your bank or card issuer, and currency-conversion costs. Where a transfer arrives short because of such charges, you pay the difference.
• Taxes: fees exclude taxes. Goods and Services Tax (GST) is added to invoices for Indian clients where applicable, and we issue GST-compliant tax invoices. Clients outside India are responsible for any local taxes, duties and withholdings; where tax must be withheld by law, you will gross up the payment unless the law provides for a certificate allowing us to claim credit.
• Invoices: invoices are payable within 7 days of the invoice date unless the proposal says otherwise. Milestones are invoiced when they are reached or, for the first milestone, on acceptance.
• Late payment: overdue amounts carry interest at 1.5% per month (or the maximum allowed by law if lower) from the due date until paid. We may pause work, withhold deliverables or suspend services on 7 days' written notice if an invoice stays unpaid.
• Disputed invoices: tell us in writing within 7 days of the invoice date, with reasons. Pay the undisputed part on time; we will work together to resolve the rest promptly.
• Third-party costs: domains, hosting, software licences, stock assets and similar costs bought for your project are charged at cost unless the proposal includes them, and are non-refundable once purchased.
• Refunds and cancellations: see the refund policy.

Client responsibilities

To let us deliver on time you agree to:

• provide accurate information, content, decisions, feedback and access promptly, and name a person authorised to approve work;
• give us the access and permissions we ask for in a secure way, and keep your own credentials and systems secure;
• confirm you own, or have the right to use, all materials you give us, and that they do not infringe anyone's rights or break the law;
• review deliverables within the acceptance window in the shipping and delivery policy;
• obtain any consents or approvals your project needs, including from your own customers, users and employees.

If you are late with something we need, dates move by at least the same period, and we may charge reasonable extra costs where the delay forces us to reschedule the team.

Intellectual property and licences

This section applies unless your agreement says otherwise.

• Our site: the site, its design, text, graphics, logos, code and the Projovi name are owned by Projovi or its licensors. You may view and share pages for personal or internal business use, but not copy or reuse them commercially without written permission.
• Deliverables: when we have received payment in full for a deliverable, ownership of the intellectual property rights in the bespoke elements we created specifically for you transfers to you. Until then, you have a limited licence to use the deliverable only to evaluate it.
• Pre-existing IP: each party keeps its pre-existing materials. We keep our tools, frameworks, libraries, templates, methods and know-how, including improvements made while working for you that are not specific to your business. To the extent they are part of a deliverable, we give you a worldwide, perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable.
• Third-party and open source: deliverables may include third-party software, fonts, images and open source components that are licensed under their own terms, which we will identify on request. Those terms apply to you, and ownership of them does not transfer.
• Your materials: you keep your rights in the content, data and brand assets you give us, and you give us a licence to use them only to deliver the services.
• Portfolio: unless you tell us in writing not to, we may describe the project and show non-confidential results in our portfolio. We will not use your name or logo for this without your approval.

Confidentiality

Each party will keep the other's non-public business, technical and financial information confidential, use it only to perform or receive the services, and disclose it only to people who need to know it and are bound by equivalent obligations.

This does not apply to information that is public through no fault of the recipient, was already lawfully known to it, is independently developed, or must be disclosed by law (in which case the recipient will give prompt notice where it is allowed to). These obligations continue for 3 years after the services end, and for as long as any trade secret remains one.

Personal data

Our handling of personal information is described in the privacy policy. If we process personal data for you as a processor, we will do so only on your documented instructions, apply appropriate security and enter a data processing agreement on request.

Warranties and disclaimers

We warrant that we will perform the services with reasonable skill and care and that deliverables will materially conform to the agreed specification for 30 days after acceptance (the warranty period). During that period we will fix reproducible defects free of charge. This is your exclusive remedy for defects in the deliverables.

The warranty does not cover problems caused by changes made by anyone other than us, misuse, third-party software or services, or events outside our control.

Except as set out in this section and to the fullest extent the law allows, we give no other warranties, express or implied, including of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or that a result such as search ranking, traffic, revenue or security outcomes will be achieved. The website is provided as is.

Limitation of liability

Nothing in these terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or anything else that cannot be limited by law. Subject to that:

• Projovi is not liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect, incidental, special or consequential loss, however caused;
• Projovi's total liability arising from or in connection with a service or project, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid to Projovi for that service or project in the 12 months before the event that gave rise to the claim;
• for the website itself, Projovi's liability to you is limited to INR 10,000.

Indemnity

You will indemnify Projovi against losses, damages and reasonable costs arising from third-party claims that materials you supplied infringe intellectual property or other rights, or from your unlawful use of a deliverable.

We will indemnify you against third-party claims that a deliverable we created for you, used as permitted, infringes that third party's copyright or patent in India, provided you notify us promptly, let us control the defence and cooperate. We may modify the deliverable, replace it or refund the fees for it as an alternative. This is your exclusive remedy for infringement claims.

Term and termination

A project runs until the deliverables are accepted and paid for, or until terminated. Managed services run for the term in the proposal and renew monthly until ended.

• Either party may end a project or service for convenience by 14 days' written notice for projects and 30 days' written notice for managed services, with consequences for fees as set out in the refund policy.
• Either party may terminate immediately by written notice if the other materially breaches these terms and does not fix the breach within 14 days of notice, or becomes insolvent.
• On termination you pay for work performed and costs committed up to the termination date. Licences to deliverables transfer for the paid parts under the intellectual property section. Confidentiality, payment, liability, indemnity and dispute provisions survive.
• We may suspend or restrict access to the website for any visitor who breaches these terms.

Third-party links and services

The site may link to other websites and use third-party services, including payment gateways. We are not responsible for their content, availability or practices, and your use of them is under their own terms.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, government action, power or internet failure, or failure of third-party providers. Payment obligations for work already done are not excused. If the event lasts more than 60 days, either party may terminate the affected service by written notice.

General

These terms and any proposal or agreement are the entire agreement on their subject and replace earlier discussions. If a clause is held unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it. You may not assign your rights without our written consent; we may assign ours to a successor to our business. Notices must be in writing and sent to the email address or office each party has given for this purpose. Neither party is the agent or partner of the other. No one else has rights to enforce these terms.

Governing law and dispute resolution

These terms and any dispute arising from them or from our services are governed by the laws of India.

• Negotiation: the parties will first try in good faith to resolve a dispute by discussion between senior representatives for 30 days after one party gives written notice of the dispute.
• Arbitration: a dispute not resolved within that period will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. There will be a sole arbitrator appointed by agreement of the parties or, failing agreement within 15 days, as the Act provides. The seat and venue of arbitration is Noida, Uttar Pradesh, and the language is English. The award is final and binding.
• Courts: subject to the above, the courts at Noida, Uttar Pradesh, India have exclusive jurisdiction, including for interim relief and for enforcing an award.
• Either party may seek urgent interim relief from a competent court to protect confidential information or intellectual property.

If you are a consumer under the Consumer Protection Act, 2019, nothing in these terms limits your statutory rights.

Changes to these terms

We may update these terms from time to time. The effective date at the top shows the current version. Changes apply to your use of the site from that date, and to services under a proposal accepted after it. A change does not alter a proposal or agreement already accepted unless both parties agree.

Questions

If you have a question about these terms, contact us.

• Company: Projovi (OPC) Private Limited, CIN U74999RJ2018OPC061647
• Email: hello@projovi.co
• Phone: +91 96460 56969
• Registered office: 1/288, W.N.1, Jhunjhunu City, Jhunjhunu, Rajasthan 333001, India
• Working office: E210, E Block, Sector 63, Noida, Uttar Pradesh 201301, India