This website, www.prodo.in, is owned and operated by Prodo Inc, a company incorporated in India and having its registered address at 112 AWHO Colony, Ambabari, Jaipur, Rajasthan, Pin-Code: 302039, bearing GSTIN: 08CVIPM1884M1ZV (Hereby Referred to as “Prodo Inc”, “Company ”, “us” or “we”).
This user agreement is an electronic record in accordance with the Information Technology Act, 2000 (“Act”) and rules are under are as applicable. The amended provisions pertaining to electronic records in various statutes are as amended by the Information Technology (Amendment) Act, 2008. This user agreement is generated by a computer system and does not require any digital signatures.
Please read these terms and conditions of use carefully as by using the Website you agree to be bound by them. You are advised to review the conditions of use on a regular basis as you will be considered to have accepted variations if you continue to use the Website after they have been posted. We reserve the right to vary the conditions of use at any time and will post any variations here itself.
If you do not agree to abide by these conditions of use, you should not use the Website in any way.
Information published on the Website
- I Prodo Inc takes every care and precaution to ensure that information published on the Website is accurate when posted and regularly updated, but Company doesn’t guarantee or can be held liable for its accuracy or timeliness and Company may change the information at any time without notice. You must not rely on the information on the Website and you acknowledge that you must take appropriate steps to verify this information before acting on it.
- The information contained in the Website is not an invitation to enter into any business relationship, invest in shares or other securities, or any other products or services or otherwise deal in these or enter into a contract with Prodo Inc or any other company. The information provided should not be relied upon in connection with any business decision. You should always seek appropriate professional advice in relation to such intended business relationships with Company or its affiliate companies.
- Any reference to any product or service which has been or may be provided by Company or any other company does not amount to a promise that such product or service will be available at any time. Changes to or improvements in such products or services may be made at any time without notice
- This Website may contain links to other websites owned and operated by third parties who are not related to the Company (“Third-Party Websites”). Third-Party Websites are not under the control of Prodo Inc.
- We provide the Website without warranty of any kind. We make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up-to-date.
- Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
- We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, our site; or use of or reliance on any content displayed on our site. If you are a business user, please note that in particular, we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation. We will not be liable for any indirect or consequential loss or damage.
- We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
- We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
- We do not guarantee that the Website will always be available or be uninterrupted and reserve the right to suspend access to the Website without notice.
- Prodo Inc shall not be responsible for the content of any Third-Party Websites or any hyperlink contained in a Third-Party Websites and makes no representation or warranty with respect to the content of any such Third-Party Websites.
- The Website may contain third party advertisements, promotions, etc. (that may or may not contain embedded hyperlinks or referral buttons to Third-Party Websites). The display of such advertising does not in any way imply an endorsement or recommendation by the Company of the relevant advertiser, its products or services or any such Third-Party Website. You must refer directly to the relevant advertiser for all information regarding the advertiser and its products and/or services. The Company accepts no responsibility for any interaction between You and the relevant third party and is released from any liability arising out of or in any way connected with such interaction and/or any defects, deficiencies, claims, etc. arising out of an advertiser’s products and/or services.
- All content included on the www.prodo.in website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Prodo Inc, and is protected by the Indian Copyright Act.
- The compilation of all content on the www.prodo.in website is the exclusive property of Prodo Inc and is protected by the Indian Copyright Act. The use of any content on www.prodo.in is strictly prohibited. If you have any questions or comments regarding our copyright statement, please contact us.
- To the extent that any part of these conditions of use is found to be invalid, unlawful or unenforceable by any court of competent jurisdiction such part shall to that extent be severed from the remaining terms all of which shall remain in full force and effect as permitted by law.
Terms of Service: Services Provided by I Prodo Inc.
For consulting, creative and product services in the field of advertising and digital marketing by I Prodo Inc
- I Prodo Inc shall render the consulting and services to the client as agreed upon in an individual contract (hereinafter referred to as the “Contract”).
- The present General Terms of Service [“TOS”] apply to all present and future consulting and services performed by Prodo Inc for the client, even if the TOS are not explicitly referred to in the Contract. Any terms and conditions stipulated by the client shall apply only if expressly accepted in writing by Prodo Inc.
2. Cooperation between the parties to the contract
- Prodo Inc shall receive from the client all the documents, information, and data necessary to deliver the agreed services in the form as requested by Prodo Inc. As far as Prodo Inc creates or adapts designs or provides design services for the client under this Contract, the client shall provide to Prodo Inc a complete requirement in the form that Prodo Inc requests. The user requirements specification shall become binding as soon as Prodo Inc consents to it in writing. Upon request, Prodo Inc shall provide support to the client in drawing up the user requirements specification against separate compensation.
- The client shall use its best efforts to support Prodo Inc in delivering the services and take all the measures required to attain the project goals which do not expressly fall under the obligations of Prodo Inc. The client shall keep additional copies of all data handed over to Prodo Inc on its own premises to ensure that restoration will be possible in case the data is damaged or lost. Support as well as services and products to be supplied by the client shall be provided at no cost to Prodo Inc.
- Each party shall name to the other party an appropriately qualified employee (POINT OF CONTACT) who shall be capable of providing relevant information required for the Contract to be executed and of either taking or initiating any necessary decisions.
3. Service delivery
- The schedule and the detailed services shall be defined in the Contract. Unless otherwise agreed upon, Prodo Inc shall deliver the services on its own premises. As far as Prodo Inc performs activities on the client’s premises, the client shall provide adequately equipped workplace(s).
4. Changes in deadlines and scope of services
- The scheduled deadlines agreed upon in the Contract shall be extended appropriately if Prodo Inc is prevented from delivering the agreed services for reasons for which Prodo Inc is not responsible. Reasons for which Prodo Inc is not responsible shall, without limitation, include any delays or substandard products/services/support supplied by the client, natural disasters, changes in laws or lockouts (“force majeure”). Any additional expenses arising to Prodo Inc from such events shall be borne by the client.
- Changes in the scope of services in terms of quality and/or quantity (change requests), especially changes in the client requirements specification or the accepted specifications, shall be subject to written agreement, with the related deadlines and compensations having to be adjusted accordingly. Unless otherwise agreed upon, Prodo Inc shall provide extra services only against applicable payment to be agreed in advance in writing.
5. Remuneration and retention of title
- Unless otherwise agreed upon, Prodo Inc shall calculate the amounts payable in compensation on the basis of Project Fee or Hourly Rates specified in the Contract. The amounts payable shall be charged at the end of each month on the basis of the reports on services delivered submitted by Prodo Inc. As far as Prodo Inc provides services at fixed prices (fixed or all-in prices), Prodo Inc shall be entitled to request an advance payment of at least fifty percent (50%) of the fixed price (fixed or all-in price); and payment dates shall be agreed in the Contract dependent on the progress of service delivery (“milestones”). Irrespective of the pricing model, Prodo Inc prices shall be always considered net prices exclusive of GST or any other applicable taxes, which shall be charged separately.
- Payment shall be due within 15 days from the date of invoice without deductions. Should the client’s default in payment exceed 15 days, Prodo Inc shall have the right to cease the delivery of all services without the need of so notifying the client in advance and to make the compensation for all services already provided immediately due and payable notwithstanding any dates fixed for payment.
- Travel time of Prodo Inc employees shall be considered working time. In addition, the client shall reimburse travel costs at the same rate as they occur. In the case of travel by car, the legally applicable mileage-based flat rate (as per Government operated Taxis or any available Private Cab/Taxi Services) shall be charged. Other ancillary expenses, such as telephone costs, shall be charged as incurred.
- The client shall not have the right to withhold or offset payment on the grounds of any warranty claims or other claims unless approved of in writing by Prodo Inc or asserted by court order. Until the compensation due to Prodo Inc has been paid up in full, plus interest and cost, Prodo Inc shall reserve the title to all services and products delivered by Prodo Inc. Unless otherwise agreed upon, the client shall not have the right to use the products and services delivered by Prodo Inc until having fully paid up all amounts due to Prodo Inc.
- All fees, taxes and duties arising under this Contract, such as for instance legal transaction fees, resource purchase fee or withholding taxes, shall be borne by the client. In case Prodo Inc is charged with any such fees, taxes or duties, the client shall fully indemnify Prodo Inc against any payments thereof.
6. Rights to results, confidentiality
- Unless otherwise agreed upon, the client receives no rights to the results produced by Prodo Inc other than those specifically granted in this Section 6. Without limiting the generality of the foregoing, client shall not modify, create derivative works from, distribute, publicly perform, publicly display or sublicense the results.
- As far as the delivery of services by Prodo Inc includes the delivery of services supplied by third parties, the special terms and conditions (in particular license conditions) of the respective vendor shall prevail.
- Each of the parties to the Contract shall maintain secrecy vis-a-vis third parties concerning all information, documents and data disclosed to them in the context of the Contract and marked as confidential. The obligation to maintain secrecy shall not apply to documents, information and data which are already general state of the art in the public domain at the time they are handed over to the respective other party or later become general state of the art in the public domain. The obligation to maintain secrecy shall remain in effect even after the termination of the Contract.
7. Acceptance and warranty
- As far as the creative services (shortly called “Deliverables”) are to be created or adapted by Prodo Inc, such Deliverables shall be submitted to acceptance procedures by the client immediately after they have been made available for acceptance. If defects are identified during acceptance, Prodo Inc shall remove the defects within a reasonable period of time at no cost to the client and then make the Deliverables available for renewed acceptance. If the client fails to perform acceptance procedures for any reason other than the presence of a major problem that significantly impairs the use of the Deliverables, the Deliverables shall be considered accepted 4 weeks after having been made available for acceptance.
- Changes that are demanded within the service period, after acceptance of the deliverables, shall be cleared by Prodo Inc within a reasonable period of time at no cost to the client. Client shall submit all documents, information and data necessary for changes to be done to the deliverables, as requested by Prodo Inc.
- In regard to the creative scope which the client has extended, Prodo Inc shall provide warranty up to added extension. In all other respects, warranty for Deliverables modified by the client without the prior consent of Prodo Inc shall be excluded, even if a problem occurs in the usage of a non-modified part of the Deliverable.
- The warranty provisions set forth in Section 7 shall apply mutatis mutandis to deliveries and services provided by Prodo Inc. However, as far as the delivery of services by Prodo Inc includes the delivery of services supplied by third parties, the special terms and conditions of warranty of the respective vendor shall prevail.
- Any claims for warranty or guarantee raised by the client exceeding those mentioned in the present Terms of Service shall be excluded, irrespective on which legal grounds they might be based.
- To the extent permitted by mandatory law, Prodo Inc shall in no case be liable for indirect damage, loss of information or data, operating interrupts, loss of earnings and other consequential damages.
- Any warranty and damage claims from the client other than those expressly mentioned in these Terms of Service, irrespective of the legal grounds they might be based on, in particular those due to loss or damage resulting from consulting, deliverables provides, technology products or implementation of creative services, shall be excluded unless there is an obligatory liability, as for instance for damage caused intentionally or by gross negligence proved by the client.
9. Place of legal jurisdiction and arbitration
- All disputes arising out from a Contract, including or related to it, including those arising from or concerning its interpretation, invalidity, performance or termination, as well as the disputes for filling gaps in a Contract or its adaptation to newly established facts, shall be settled by an amicable effort of both parties. If an attempt at settlement has failed, the dispute shall be finally referred for resolution to Court of Arbitration in compliance with The Indian Arbitration and Conciliation Act 2019.
- The place of arbitration shall be Jaipur, Rajasthan, India. The procedural law of this seat shall apply where the Rules are silent. The arbitral award shall be substantiated in writing and arbitration procedure shall be conducted in the English language.
10. Terms of Contract
- Prodo Inc shall deliver the consulting and creative services either for the duration of the project agreed upon with the client or for the duration agreed upon in the Contract. As far as services under this Contract are provided on an ongoing basis, each of the parties to the Contract shall have the right to terminate the Contract in writing by registered mail giving 1-months’ notice.
- Any services not yet accepted at the time the Contract is terminated, shall be considered completed and compensated for, under the terms and conditions of the Contract.