Promade – Terms of Service

Scope of Services:

Promade provides software engineering and delivery services including, but not limited to:

  • Staff augmentation and embedded engineering resources
  • Product and MVP development
  • Overflow and delivery support
  • Custom software and web development

The exact scope, roles, timelines, and pricing will be defined in a separate proposal, statement of work ("SOW"), or service agreement agreed between both parties.

Engagement Model:

Services may be provided under one or more of the following models:

  • Dedicated or embedded engineers or pods
  • Time and material delivery
  • Fixed-scope project delivery

Engineers assigned by Promade remain employees or contractors of Promade unless otherwise stated. Promade retains responsibility for management, payroll, and performance of its resources.

Fees & Payments:

  • Fees and billing structure are defined in the applicable SOW or agreement.
  • Invoices are issued monthly unless otherwise agreed.
  • Payment terms are Net 15 or Net 30 days from invoice date, unless stated otherwise.
  • Late payments may result in suspension of services after written notice.

All fees are exclusive of applicable taxes, duties, or withholdings.

Intellectual Property:

Upon full payment of all applicable fees:

  • Client shall own all intellectual property rights in the deliverables specifically created for the Client under the engagement.
  • Promade retains ownership of any pre-existing tools, frameworks, libraries, or internal methodologies used in the delivery.

Promade may reference non-confidential aspects of the engagement for portfolio or case study purposes unless otherwise agreed in writing.

Confidentiality:

Both parties agree to keep confidential any non-public business, technical, or commercial information received during the engagement.

Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law.

Client Responsibilities:

The Client agrees to:

  • Provide timely access to systems, documentation, and stakeholders.
  • Assign a primary point of contact for coordination.
  • Review and provide feedback within agreed timelines.

Delays caused by lack of client input or access may impact delivery timelines and costs.

Warranties & Disclaimer:

Promade will perform services in a professional and workmanlike manner. Except as expressly stated, Promade makes no other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability:

To the maximum extent permitted by law:

  • Promade's total liability arising out of or related to the services shall not exceed the total fees paid by the Client to Promade in the three (3) months preceding the claim.
  • Promade shall not be liable for indirect, incidental, special, or consequential damages, including loss of profits, revenue, or data.

Termination:

Either party may terminate an engagement:

  • For convenience with thirty (30) days written notice.
  • Immediately for material breach not cured within ten (10) days of written notice.

Upon termination, the Client shall pay all outstanding invoices for services rendered up to the termination date.