Terms of Service

Welcome to ProCRM Core. These Terms of Service ("Terms") govern your use of our website, products, and services (collectively referred to as "Services") provided by ProCRM Core ("Company," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must discontinue use of our Services immediately.

1. Acceptance of Terms

By accessing, browsing, or otherwise using our website or engaging our professional services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, together with our Privacy Policy and Refund Policy, which are incorporated herein by reference. These Terms constitute a legally binding agreement between you and ProCRM Core. We reserve the right to update, modify, or replace any part of these Terms at our sole discretion. It is your responsibility to review these Terms periodically for changes. Your continued use of our Services following the posting of any changes constitutes acceptance of those changes.

2. Description of Services

ProCRM Core provides professional web development, mobile application development, IT infrastructure consulting, CRM system engineering, cloud architecture design, API integration, and related digital technology services. Our Services include but are not limited to custom software development, user interface and user experience design, e-commerce platform development including Shopify-based solutions, enterprise application development, database architecture and management, DevOps pipeline configuration, cloud deployment and management, quality assurance and testing services, and ongoing technical support and maintenance.

The specific scope, deliverables, timeline, and pricing for any engagement shall be detailed in a separate Statement of Work ("SOW") or project proposal agreed upon by both parties prior to commencement of work. Each SOW shall be subject to these Terms unless explicitly stated otherwise in writing.

3. Client Obligations

When engaging our Services, you agree to provide accurate, complete, and timely information necessary for the successful delivery of the project. You are responsible for ensuring that all content, data, materials, and assets you provide to us do not infringe upon any third-party intellectual property rights, violate any applicable laws or regulations, or contain any malicious software, viruses, or harmful code.

You agree to designate a primary point of contact who shall have the authority to make decisions, provide approvals, and communicate feedback on your behalf throughout the project lifecycle. Failure to provide timely feedback, approvals, or required materials may result in project delays, and ProCRM Core shall not be held liable for any delays caused by your failure to fulfill these obligations.

3.1 Account Security

If our Services require you to create an account or provide login credentials to any third-party platforms (such as hosting providers, CMS platforms, payment gateways, or analytics tools), you are solely responsible for maintaining the confidentiality of such credentials. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. ProCRM Core shall not be liable for any loss or damage arising from your failure to protect your account information.

4. Intellectual Property Rights

Upon full payment of all fees and charges as outlined in the applicable SOW, all custom code, designs, and deliverables created specifically for your project shall be assigned to you, unless otherwise agreed upon in writing. This assignment does not include any pre-existing intellectual property, proprietary tools, frameworks, libraries, or methodologies that ProCRM Core has developed independently or prior to the engagement. Such pre-existing materials shall remain the exclusive property of ProCRM Core, and we grant you a non-exclusive, non-transferable, royalty-free license to use these materials solely in connection with the deliverables provided.

ProCRM Core retains the right to showcase completed projects in our portfolio, case studies, marketing materials, and on our website, unless you explicitly request otherwise in writing. We will not disclose confidential business information in such showcases without your prior written consent.

5. Payment Terms

All pricing, payment schedules, and payment terms shall be as specified in the applicable SOW or project proposal. Unless otherwise agreed upon, we require a deposit of fifty percent (50%) of the total project fee prior to commencement of work. The remaining balance shall be due upon project completion and delivery, or according to the milestone-based payment schedule outlined in the SOW.

All invoices are due and payable within fifteen (15) calendar days of the invoice date, unless otherwise specified. Late payments shall accrue interest at a rate of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. In the event of non-payment exceeding thirty (30) days, ProCRM Core reserves the right to suspend all work on the project, withhold deliverables, and pursue collection of outstanding amounts, including reasonable attorney's fees and collection costs.

6. Project Timeline and Delivery

ProCRM Core shall make commercially reasonable efforts to deliver projects within the estimated timelines provided in the SOW. However, all estimated timelines are approximate and are not guaranteed unless explicitly stated as firm deadlines in writing. Project timelines may be affected by factors including but not limited to changes in project scope, delays in client feedback or approvals, technical complexities discovered during development, third-party service dependencies, and force majeure events.

Any changes to the project scope, requirements, or specifications after the SOW has been agreed upon may result in adjustments to the timeline and additional charges. Such changes will be documented through a formal change request process, and additional costs will be communicated and approved before implementation.

7. Warranties and Disclaimers

ProCRM Core warrants that all Services shall be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. We further warrant that all deliverables shall be free from material defects for a period of thirty (30) days following delivery (the "Warranty Period"). During the Warranty Period, we shall correct any material defects in the deliverables at no additional charge, provided that such defects are reported to us in writing with sufficient detail to enable us to reproduce and address the issue.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROCRM CORE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED BEYOND THE WARRANTY PERIOD.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROCRM CORE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, REVENUE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OUR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO PROCRM CORE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary, confidential, or trade secret information disclosed during the course of the engagement. This obligation shall survive the termination or expiration of these Terms for a period of three (3) years. Confidential information shall not include information that is publicly available, independently developed, rightfully received from a third party without restriction, or required to be disclosed by law or regulatory authority.

10. Termination

Either party may terminate the engagement by providing thirty (30) days written notice to the other party. In the event of termination by the client, all fees for work completed up to the date of termination shall be due and payable. ProCRM Core shall deliver all completed work product upon receipt of final payment. ProCRM Core may terminate the engagement immediately upon written notice if the client breaches any material provision of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice thereof, or if the client becomes insolvent or files for bankruptcy.

11. Indemnification

You agree to indemnify, defend, and hold harmless ProCRM Core and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with your use of our Services, your breach of these Terms, your violation of any applicable law or regulation, any content or materials provided by you, or any third-party claims related to the deliverables resulting from your specifications or instructions.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall first be submitted to good faith mediation. If mediation fails, the dispute shall be resolved through binding arbitration administered in accordance with the rules of the American Arbitration Association, with the arbitration taking place in Kenton County, Kentucky.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, power failures, internet disruptions, or other similar events. The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to mitigate its effects.

14. Miscellaneous

These Terms, together with any applicable SOW, Privacy Policy, and Refund Policy, constitute the entire agreement between you and ProCRM Core with respect to the subject matter hereof. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of ProCRM Core to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. You may not assign or transfer these Terms or any rights hereunder without our prior written consent. ProCRM Core may assign these Terms without restriction. All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by email with confirmation of receipt, or sent by certified mail to the addresses specified herein.