These Terms govern your access to and use of the Information offered by Prosketch Technologies. The Prosketch Technologies site i.e. www.prosketchtechnologies.com is hereinafter referred to as the “Site”. Your engagement with Prosketch Technologies as a prospect, along with your access to and use of the Site is conditioned on your acceptance of and compliance with these Terms. By engagement with Prosketch Technologies as a prospect, or by accessing or using the Site you agree to be bound by these Terms. 

Prosketch Technologies may change these Terms at any time at its sole discretion. Your continued use of the Site means that you accept the revised Terms that Prosketch Technologies may introduce, from time to time and you agree to be bound by the same. Please re-visit the Terms link prominently visible in the footer of the Site from time to time to stay up-to-date in respect of any changes that Prosketch Technologies may introduce.

1. Conditions of Use: By voluntary registering, or by visiting and using the Site without registering, or accepting these Terms, you represent and warrant to Prosketch Technologies that you are 18 years of age or older, and that you have the right, authority and capacity to use the information made available through the Site, and agree to and abide by these Terms, and that you have provided us with accurate information, including your real name, when you make enquiries via the Site. You certify that all information you provide, now or in the future, is accurate. 
2. Conditions of Service: If you engage with Prosketch Technologies, as a prospect or otherwise, for any project in relation to any of the offerings presented on the Site, unless anything to the contrary is specifically agreed upon in writing with Prosketch Technologies, you agree to be bound by the following conditions subject to which Prosketch Technologies shall deliver the said project –

                2.1. SCOPE OF WORK

                       2.1.1 You are required to be as definite as possible when identifying and communicating the scope of work to Prosketch Technologies. We have no obligation to follow through on the execution of any work that is not definite in terms of its scope and inclusion within your framework of your agreement with us. We strive to provide quality services by enhancing clarity on the scope of services sought to be availed by you, and to this end, we are happy to schedule multiple consultations via Skype, video-conferencing, or email. 

                       2.1.2 By making the scope of work definite, you benefit as well, as you are able to hold us accountable for the scope as defined. While undertaking services, our preference is to have designs for every page and technical guidelines for functionality customization, and we expect you to work with us to prepare as clear a blueprint as possible to minimise the scope of future disagreements over the scope of work.

                       2.1.3 For the avoidance of doubt, it is clarified that nothing beyond what is established in writing between you and Prosketch Technologies via a mutually signed agreement may be “assumed”, and such a written agreement, including this one, would override all preceding communications between the parties, and be modified only via a mutually signed written document duly qualifying as an agreement under law.

                       2.1.4 Unless agreed in future, in writing, frontend concept design is not included in our scope of work. PSD design files must be fully defined in order to be converted to HTML, e-commerce, or CMS website themes.

                2.2 ENVIRONMENT FOR DEVELOPMENT: All development work will be placed for your review on our staging server, which you can access via a link provided by us, at each defined milestone.

                 2.3 UNDUE STRESS AND MENTAL HEALTH: You recognize that minimising and effectively coping with stress, and optimal mental health, for all stakeholders and participants in the project commissioned by you, is paramount to an efficient performance of obligations under this agreement. Any attempt to leverage pressure and stress that may adversely affect the mental health of any of our employees, will be deemed to be an impediment created by you that hinders performance of the agreement, and / or execution of your sanctioned mandate. 

                 2.4 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT FOR THE PROJECT: 

                       2.4.1 In this clause, Confidential Information means all information of a confidential nature disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party (Disclosing Party) to the other party (Receiving Party) whether before or after the date of this Agreement including, without limitation, information relating to the products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs of the Disclosing Party or a member of the Disclosing Party’s Group.

                       2.4.2 Each party undertakes that it shall not at any time disclose to any Person any Confidential Information, except as provided by clause 2.4.3.

                       2.4.3 Each party may disclose the other party’s confidential information:

                                2.4.3.1 To those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party’s obligations or exercising its rights under this Agreement (Recipient). Each party shall ensure that each Recipient complies with this clause 2; and

                                2.4.3.2 As may be required by law, court order or any governmental or regulatory authority.

                       2.4.4 The Receiving Party shall ensure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement.

                       2.4.5 Clause 2.4.2, clause 2.4.3 and clause 2.4.4 do not apply to Confidential Information which:

                                2.4.5.1 Is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement by the Receiving Party or a Recipient;

                                2.4.5.2 Can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party; or

                                2.4.5.3 Subsequently comes lawfully into the possession of the Receiving Party from another.

                       2.4.6 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

                       2.4.7 Each party shall have in place industry-standard policies, procedures, training programs and draft confidentiality Agreements so as to ensure that its employees are able to identify and label Confidential Information and deal with it in accordance with the obligations imposed under this clause 2. Each party will upon reasonable written notice disclose to the other on a regular basis details of its policies, procedures and standard documents relating to confidentiality.

                 2.5 BUG FIXING QUALITY CONTROL AND SUPPORT

                       2.5.1. For functionality testing and design synchronisation, our team employs a dedicated QA. The volume of the project will determine this. Usually, we test with Internet Explorer 7+, Google Chrome, Firefox, and Safari. Unless expressly agreed between the parties in writing that testing needs to be done on a specific device or version, any testing related communications would be seen as a change request, and payment will be assessed based on the actual time spent in accordance with our hourly rate.

                       2.5.2. After the project is finished and the work is delivered, we offer a two-month bug-fixing time frame, wherein debugging is undertaken on a complimentary basis at no additional charge. 

                 2.6 TIME REGARDING COMMUNICATION AND RESPONSE: Any project-related conversations are often conducted through email or Skype in our team. Typically, a specialised project manager will handle all communication while overseeing the project’s output. Project discussion meetings, by any means, must be scheduled at a mutually acceptable time. We insist on this, as a quality control necessity for all our projects across all client mandates. 

                 2.7 DURATION AND DELAYS: We would inform you in advance of a reasonable development schedule. If our team is unsure about how quickly you expect activities or projects to be finished, we would prefer not to commit to a more accelerated, unreasonable time frame. Only if we get all needed information, payments, and feedback in a timely manner, we would be best positioned to fulfil our commitment to deliver by the date set forth. Project execution timelines would be impacted if any project-related details or payments are delayed.

                 2.8 PAYMENT TERMS

                       2.8.1 Payment terms must be agreed upon before any of our projects begin, and you acknowledge that all payments are non-refundable in nature. 

                       2.8.2 You are informed of an advance payment amount, which is determined by the scope of the job. We would need payments to be cleared at each milestone in accordance with the agreement for projects where payments are divided into more than two instalments. 

                       2.8.3 You acknowledge that failure to clear dues is a justifiable ground for us to cease further work on your mandates.  

                       2.8.4 We accept payments sent to our Indian bank account via bank wire transfer. We provide you with a copy of the invoice setting out all details required to effect the payment.

                       2.8.5 The purchase contract is to be written in the name of:

Viral Chandarana (PROSKETCH TECHNOLOGIES)

203, Ashirwad Complex, 4 Tirupati Nagar, 

Near Hanuman Mathi, Raiya Road Rajkot 360007

                 2.9 TRANSFER OF CODE FILES AND RECEIPT OF FINAL PAYMENTS: No code will be transferred by our staff without consent from both parties and payment. We require full payment up front if client server development was requested. In no circumstance, will we transfer the code in the event dues are uncleared.

                 2.10 INDEMNITY: In no circumstance, shall we be liable for any third party claims, including but not limited to tortious wrongdoings and intellectual property violations, in relation to your deployment and use of the project.  You agree to fully indemnify us against all such claims. 

      3. Use of Information: Use of any information you provide to us is governed by our Privacy Policy. 

      4. Information offered by the Site: Content or Information provided by us is for informational purposes only. You acknowledge and agree that the form and nature of the Information which the Site provides may require certain changes in it. Therefore, we reserve the right to make changes and corrections to any part of the content or Information, at any time without prior notice, and without any liability. 

      5. Termination: We reserve the right to suspend/cancel, or discontinue any or all information provided on the Site at any time without notice. 

      6. Proprietary rights: All right, title, and interest in and to the Information are and will remain the exclusive property of Prosketch Technologies. Prosketch Technologies is protected by copyright, trademark, and other laws of India. Nothing in the Terms gives you a right to use the Prosketch Technologies name or any of the Prosketch Technologies trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding the Site is entirely voluntary and Prosketch Technologies will be free to use such feedback, comments or suggestions as Prosketch Technologies sees fit and without any obligation to you. 

      7. Licence: You shall not use the Information provided by us for any illegal purpose or in any manner inconsistent with these Terms. You may use information made available through the Site solely for your personal, non-commercial use. Except as otherwise expressly granted to you in writing, Prosketch Technologies does not grant you any other express or implied right or licence to the Information, its content, or its Intellectual Property Rights.

      8. Indemnification:  You agree to defend, indemnify, and hold Prosketch Technologies, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your content, access to or use of the Site, services or Prosketch Technologies content, or violation of these Terms.

      9. Warranties: You expressly understand and agree that the information which is provided is “as is”. Prosketch Technologies, and its subsidiaries and affiliates make no warranties or conditions of any kind (express, implied or statutory), including without limitation the implied warranties of title, non-infringement and fitness for a particular purpose. Prosketch Technologies does not give warranty that any aspect of the Site will work properly or will be available to users continuously. 

      10. Limitation of liability: Prosketch Technologies is not liable to you or any other person for damages of any kind, including without limitation any punitive, exemplary, consequential, incidental, indirect or special damages (including without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your mobile or otherwise) arising from or in connection with use of the Site, the Information, the materials, your content, or any third party user generated information available on or through the Site, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if Prosketch Technologies has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. 

      11. Notice of copyright infringement: Prosketch Technologies respects the intellectual property rights of others and requires those who use the Information to do the same. In the event that any Users of the Information infringe on others’ copyrights, Prosketch Technologies reserves the right, in its sole discretion, to inter alia terminate those individuals’ rights to use the Information and terminate the User account. If you believe that your copyright has been or is being infringed upon by material found in the Information, you are required to notify us by sending a written communication or contact us at  vralc123@gmail.com

      12. Entire Agreement: These terms represent the entire agreement between the parties and supersedes any and all prior unwritten agreements, but do not supercede written agreements mutually signed by both sides intended to supercede this agreement.  No changes, variation, renewal, extension or waiver shall be binding unless the same shall be in writing and signed by both parties.