Proxitech IT Solutions Terms & Conditions
The commercial and legal framework governing software development engagements, cloud architecture consulting, AI implementations, cybersecurity audits, and digital services delivered by Proxitech IT Solutions.
These Terms & Conditions (“Terms”, “Agreement”) constitute a legally binding agreement entered into between Proxitech IT Solutions (“Proxitech”, “Company”, “we”, “our”) and the client entity or individual (“Client”, “you”, “your”) accessing our web platforms, contracting our engineering services, or commissioning custom technology solutions.
By executing a Statement of Work (SOW), issuing a purchase order, or engaging our engineering teams, you explicitly confirm that you have read, understood, and agreed to be governed by these Terms.
💡 Master Agreement Key Highlights
- 100% Client IP Assignment: Upon receipt of full payment, all bespoke software deliverables, source code, and assets become the exclusive intellectual property of the Client.
- Transparent Milestone Billing: Engineering sprints and project milestones operate under clearly defined acceptance criteria with formal sign-off gates.
- Enterprise Confidentiality: Strict Mutual Non-Disclosure provisions safeguard all proprietary data, system architectures, and trade secrets indefinitely.
- Guaranteed Warranty Period: Proxitech provides a 60-day post-deployment bug-fix warranty on all custom software deliverables.
1. Scope & Acceptance of Terms
This Agreement governs all commercial software development, cloud infrastructure setup, cyber security audits, artificial intelligence deployments, and ongoing managed support delivered by Proxitech. In the event of a direct conflict between these general Terms and an executed Statement of Work (SOW), the specific provisions of the SOW shall supersede.
2. Statements of Work (SOW) & Project Governance
Specific engineering engagements are initiated through formal Statements of Work outlining project scope, technical specifications, timelines, milestones, and deliverable acceptance criteria:
- Scope Adjustments & Change Orders: Any alterations to the scope, architecture, or feature requirements must be documented in a written Change Order signed by authorized representatives of both parties.
- Milestone Acceptance: The Client shall have ten (10) business days following deliverable deployment to review and submit written acceptance or itemized rejection notices based on agreed specs.
“Flawless technical delivery stems from contractual clarity, transparent communication, and mutual commitment to excellence.”
3. Intellectual Property Rights & Ownership
Proxitech maintains clear, unambiguous intellectual property boundaries to ensure complete legal security for our enterprise clients:
| Asset Category | Ownership Allocation | Licensing Rights |
|---|---|---|
| Bespoke Client Software & Code | 100% Exclusive Client Ownership | Perpetual, worldwide, irrevocable transfer upon full settlement |
| Pre-Existing Proxitech Frameworks | Proxitech IT Solutions | Non-exclusive, royalty-free, perpetual license to use within deliverables |
| Third-Party / Open-Source Packages | Respective Copyright Holders | Governed under permissive licenses (MIT, Apache 2.0, BSD) |
| Client Data & Confidential Material | 100% Client Ownership | Used strictly for executing project deliverables under MNDA |
4. Client Responsibilities & Cooperation
To ensure project momentum and avoid milestone delays, the Client agrees to:
- Provide timely access to necessary cloud staging environments, API credentials, third-party licenses, and domain DNS settings.
- Designate a Primary Product Owner authorized to approve milestones, review sprint demos, and execute Change Orders.
- Ensure all content, images, designs, and data provided to Proxitech do not infringe upon any third-party copyrights or intellectual property.
5. Fees, Invoicing & Payment Terms
Services are billed according to the fee structure specified in the SOW (Fixed-Price Milestone or Time & Materials sprint cycles):
- Payment Timelines: Invoices are payable within fifteen (15) calendar days of invoice date via wire transfer, ACH, or designated corporate gateway.
- Taxes: All stated fees are exclusive of applicable local, state, federal, or value-added taxes (VAT/GST), which shall be added to invoices where legally required.
- Late Payments: Overdue balances may accrue interest at 1.5% per month or the statutory maximum, whichever is lower.
6. Warranties & 60-Day Defect Warranty
Proxitech warrants that all custom software deliverables will perform materially in accordance with the documented specifications for a period of sixty (60) calendar days following final production deployment (“Warranty Period”).
During the Warranty Period, Proxitech will rectify reproducible code defects without additional charge, provided the software has not been altered or modified by third-party developers.
7. Limitation of Liability
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages (including loss of profits, data loss, or business interruption) arising out of or in connection with this Agreement.
Proxitech’s aggregate liability arising out of any engagement shall not exceed the total fees actually paid by the Client to Proxitech under the specific SOW giving rise to liability during the twelve (12) months preceding the incident.
8. Dispute Resolution & Governing Law
In the event of any dispute arising under this Agreement, the parties agree to follow our structured 3-stage resolution framework:
Executive Consultation
Good-faith negotiation between designated senior executives of both organizations within fifteen (15) business days of written notice.
Formal Mediation
If unresolved, referral to a mutually agreed independent certified mediator prior to initiating formal legal proceedings.
Binding Arbitration
Final disputes shall be settled through binding commercial arbitration under international standard arbitration rules.
Proxitech IT Solutions — Legal Counsel & Contracts
Inquiries: legal@proxitechitsolutions.com | contracts@proxitechitsolutions.com
Governing Jurisdiction: Standard commercial courts & international arbitration tribunals.
Client Services: Master Service Agreements (MSA), Custom SLAs, and Enterprise SOW Redlines.
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