Terms of Service & Conditions

1. Agreement to Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "User", or "you") and ProNext Labs ("ProNext Labs", "Company", "we", "us", or "our").

By accessing our website (pronextlabs.com), executing a Statement of Work (SOW), or commissioning digital design and software development services from ProNext Labs, you agree to be bound by these Terms in full. If you are entering into this agreement on behalf of a corporate entity, you represent that you have the legal authority to bind such entity.

2. Scope of Digital Engineering Services

ProNext Labs provides custom digital product design, software engineering, and SLA technical maintenance services including, but not limited to:

• Web Design & Creative Direction: Bespoke visual branding, Figma design systems, motion graphics, and interactive user interface components.
• Full-Stack Web Development: Next.js App Router applications, React Server Components, TypeScript architecture, and API integration.
• UI/UX Strategy & Product Design: User journey mapping, wireframing, usability testing, and WCAG AAA accessibility compliance.
• Mobile App Engineering: Native iOS and Android application development using React Native, Expo, and cloud backends.
• Headless E-commerce Solutions: Shopify Plus GraphQL integrations, custom Next.js storefronts, payment gateways, and B2B quote engines.
• SEO & Performance Optimization: Core Web Vitals acceleration, Schema JSON-LD markup, and Generative Engine Optimization (GEO).
• Ongoing SLA Maintenance & Support: 24/7 uptime monitoring, security patching, backup automation, and monthly development hours.

Specific project scope, deliverables, timelines, milestones, and fees are defined in individual Statements of Work (SOW) executed between ProNext Labs and the Client.

3. Client Responsibilities & Asset Submission

To ensure timely project execution according to agreed milestone schedules, the Client agrees to:

• Provide clear project briefs, brand assets, copy text, imagery, API credentials, and required third-party access in a timely manner.
• Designate a primary project manager empowered to review deliverables, provide consolidated feedback, and issue milestone approvals.
• Review and sign off on design prototypes and staging builds within five (5) business days of milestone submission.
• Ensure all submitted content, logos, and materials do not infringe upon third-party intellectual property or copyright laws.

4. Intellectual Property & Ownership Rights

Ownership of project deliverables is governed under clear contractual boundaries:

• Full Client Ownership Upon Final Payment: Upon full and final settlement of all invoiced fees specified in the SOW, ProNext Labs assigns and transfers to the Client all custom source code, graphic designs, UI components, and digital assets created specifically for the project.
• Pre-existing Assets & Agency Infrastructure: ProNext Labs retains ownership of its pre-existing proprietary tools, frameworks, reusable boilerplate code, design tokens, and development libraries used across projects. The Client receives a perpetual, non-exclusive, royalty-free license to use such agency tools embedded in their final deliverable.
• Portfolio Rights: Unless explicitly restricted by a signed non-disclosure agreement (NDA), ProNext Labs reserves the right to display completed project visual screenshots, case study summaries, and client brand logos on its public portfolio and promotional channels.

5. Billing, Payment Terms & Invoicing

Financial terms for custom engineering projects are conducted as follows:

• Deposit & Milestone Schedule: Projects typically require a fifty percent (50%) upfront deposit prior to commencement, with remaining balance payments tied to completed milestone sign-offs or final production release.
• Payment Due Dates: Invoices are payable within fourteen (14) business days from date of issuance.
• Late Payments: Late payments accrue interest at a rate of 1.5% per month (or the maximum allowable rate by law) on any outstanding balance until settled.
• Scope Changes & Out-of-Scope Work: Requests for features or modifications outside the approved SOW will be documented as a Change Order and billed at our standard hourly engineering rate (₹5,000/hr) or as an agreed fixed fee.

6. Service Level Agreement (SLA) & Uptime Guarantee

For clients enrolled in our Ongoing Maintenance & SLA Support packages:

• Uptime Guarantee: We target 99.99% application uptime for hosted infrastructure managed directly by ProNext Labs.
• Incident Response Times: Critical priority incidents (application down, security compromise) receive an initial response within two (2) hours. Standard support requests receive response within twenty-four (24) business hours.
• Excluded Downtime: Downtime resulting from third-party hosting outages (AWS, Vercel, Shopify), client DNS misconfigurations, or unapproved client code modifications is excluded from SLA uptime calculations.

7. Confidentiality & Non-Disclosure

Both parties agree to hold all proprietary trade secrets, business strategies, customer lists, technical source code, and unreleased product details in strict confidence during the engagement and for a period of three (3) years following contract termination.

8. Warranties, Disclaimers & Limitation of Liability

Engineering Warranty: ProNext Labs warrants that all code produced will perform substantially in accordance with agreed specifications for a period of thirty (30) days following production launch ("Warranty Period"). Bugs identified during this window will be remediated at zero additional cost.

Limitation of Liability: To the maximum extent permitted by law, ProNext Labs shall not be liable for any indirect, incidental, consequential, special, or punitive damages (including loss of revenue, lost data, or business interruption). ProNext Labs' maximum aggregate liability under any circumstances shall not exceed the total fees actually paid by the Client to ProNext Labs under the specific SOW giving rise to the claim in the six (6) months preceding the event.

9. Termination & Offboarding

Either party may terminate a project agreement upon fourteen (14) days written notice if the other party materially breaches any provision of these Terms and fails to cure such breach within the notice period. Upon termination, the Client shall pay ProNext Labs for all work completed and hours logged up to the effective termination date.