Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your use of SERPRO Consulting Pvt Ltd.'s website, products, and services (collectively, "Service"). By accessing or using our Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not use the Service.

2. Service Description

SERPRO Consulting provides technology consulting, software development, cloud infrastructure, agentic AI solutions, and staff augmentation services. Our engagement models include:

• Project-Based Product Building
• Outsourced Engineering Teams
• Maintenance & Operations Services
• Strategic Consulting
• Agile Transformation Programs

The specific scope of work, deliverables, timeline, and pricing for each engagement shall be outlined in a separate Statement of Work (SOW) or Service Agreement executed by both parties.

3. Intellectual Property Rights

Unless otherwise specified in a SOW, all work product, code, designs, documentation, and deliverables created by SERPRO Consulting specifically for you shall be owned entirely by you upon full payment. Pre-existing intellectual property, frameworks, libraries, and tools owned by SERPRO Consulting or third parties remain the exclusive property of their respective owners. You grant us a non-exclusive license to use general methodologies and best practices developed during our engagement for other clients.

4. Confidentiality

Both parties agree to maintain strict confidentiality regarding proprietary information, business strategies, technical specifications, and any other sensitive information disclosed during the engagement. This obligation survives termination for a period of three (3) years. Confidential information does not include information that is: (a) publicly available through no breach of this obligation; (b) rightfully received from a third party without confidentiality restrictions; or (c) independently developed without reference to confidential information.

5. Payment Terms

Unless otherwise specified in a SOW:

• Invoices are issued upon project milestones or monthly, depending on engagement model.
• Payment is due within thirty (30) days of invoice date.
• Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.
• All fees are exclusive of applicable taxes, GST, VAT, or similar levies unless otherwise specified.
• For retainer-based services, payment must be received before services commence in the billing period.

6. Service Level Agreement (SLA)

For Maintenance & Operations services, we commit to:

• 99.9% uptime availability (excluding scheduled maintenance and circumstances beyond our reasonable control).
• Critical incident response within 1 hour of notification.
• Regular security patching and updates within defined windows.

Specific SLAs for other service types shall be documented in the applicable SOW. Failure to meet SLAs due to client-supplied infrastructure, incorrect configurations, or third-party service failures shall not constitute a breach.

7. Warranties and Disclaimers

SERPRO Consulting provides services on an "AS IS" basis. We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Our personnel possess the necessary skills and experience for the engagement scope.
• Deliverables will not infringe upon third-party intellectual property rights, to the best of our knowledge.

We do not warrant that the Service will be uninterrupted, error-free, or fully meet all requirements. We do not guarantee specific business outcomes, revenue targets, or performance metrics unless explicitly documented in a SOW.

8. Limitation of Liability

To the fullest extent permitted by law:

• SERPRO Consulting's total cumulative liability to you shall not exceed the total fees paid by you in the twelve (12) months preceding the claim.
• Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, loss of data, or business interruption, even if advised of the possibility thereof.
• This limitation applies regardless of the legal theory upon which the liability is based (contract, tort, negligence, etc.).

9. Indemnification

You agree to indemnify, defend, and hold harmless SERPRO Consulting, its officers, employees, and agents from any claims, damages, losses, and expenses (including attorney's fees) arising from:

• Your use of the Service in violation of these Terms.
• Your infringement of any third-party intellectual property rights through your use, modification, or distribution of deliverables.
• Your data, content, or instructions provided to us.

SERPRO Consulting agrees to indemnify you against third-party claims that unmodified deliverables infringe upon legitimate intellectual property rights, provided you have not modified the deliverables or used them in an unauthorized manner.

10. Data & Security

When you provide data, credentials, or access to systems:

• We will implement industry-standard security measures to protect your information.
• We may use encryption, secure authentication, and access controls appropriate to the sensitivity of the data.
• We will not access, use, or disclose your data except as necessary to perform the Service.
• Upon project completion or termination, we will securely delete or return your data as specified in the SOW.

You remain responsible for maintaining backups, security updates, and compliance with applicable regulations (GDPR, HIPAA, etc.). We recommend you review our Privacy Policy for additional data handling details.

11. Term and Termination

The term of engagement is specified in the applicable SOW. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days of written notice. SERPRO Consulting may terminate immediately if payment is thirty (30) days overdue. Upon termination: (a) all fees become immediately due; (b) you retain rights to completed deliverables; and (c) both parties will cooperate on knowledge transfer and data handover.

12. Changes to Terms

We may update these Terms from time to time. Continued use of the Service following notice of changes constitutes your acceptance of the updated Terms. For material changes, we will provide at least thirty (30) days' notice.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflicts of law principles. Any disputes arising out of or relating to these Terms or your use of the Service shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be subject to arbitration under the Arbitration and Conciliation Act, 1996, administered by a single arbitrator. The seat of arbitration shall be Bangalore, India. Both parties waive the right to pursue litigation in court.

14. Independent Contractors

SERPRO Consulting personnel are independent contractors or employees of SERPRO Consulting. No employment, partnership, or joint venture relationship is created between you and SERPRO Consulting or its personnel. You have no authority to bind SERPRO Consulting or create obligations on its behalf.

15. Entire Agreement

These Terms, together with the applicable SOW, Service Agreement, and Privacy Policy, constitute the entire agreement between you and SERPRO Consulting regarding your use of the Service. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

16. Contact & Support

For questions regarding these Terms or to report abuse, contact us at:

• Email: enquiries@serproconsulting.com
• Phone: 0824 200 1236
• Address: Unit No.7, NITK STEP, Surathkal, Mangaluru 575025, Karnataka, India