Terms of Service

Thank you for choosing PentaSynth ("Company", "we", "us", "our"). By accessing our website, using our services, or entering into an agreement with us, you agree to comply with and be bound by these Terms of Service ("Terms"). These Terms govern your access to and use of our services, website, and any associated applications or platforms. Please read these Terms carefully before engaging our services. If you do not agree with any part of these Terms, you must not use our services or website.

In these Terms, the following definitions apply: • "Client" or "you" refers to any individual or entity that engages our services. • "Services" means any and all services provided by PentaSynth as described in the applicable Statement of Work or Service Agreement. • "Deliverables" means all work products, software, code, documentation, or other materials produced by PentaSynth and delivered to the Client as part of the Services. • "Intellectual Property" includes but is not limited to patents, trademarks, service marks, design rights, copyright, domain names, database rights, and all similar or equivalent rights.

PentaSynth offers professional development and consulting services on a project basis. Each project is governed by a mutually agreed-upon contract ("Service Agreement" or "Statement of Work"), outlining details such as scope, timelines, deliverables, payment terms, and acceptance criteria. The Service Agreement, together with these Terms, constitutes the entire agreement between you and PentaSynth regarding the services provided. In the event of any conflict between these Terms and the Service Agreement, the Service Agreement shall prevail.

Projects are confirmed only upon written agreement and official email confirmation from PentaSynth. Pre-confirmation discussions, proposals, or negotiations are not binding agreements. Any changes to the project scope, timeline, or deliverables after confirmation must be documented in writing and may affect pricing and delivery schedules. Such changes require mutual agreement between the Client and PentaSynth.

Projects are delivered after successful internal testing by PentaSynth. Clients are responsible for thorough testing and providing feedback within the timeframe specified in the Service Agreement. Acceptance criteria will be defined in the Service Agreement. If no formal acceptance criteria are specified, deliverables will be deemed accepted if the Client does not report any material non-conformities within ten (10) business days after delivery. PentaSynth will make reasonable efforts to resolve any reported non-conformities that fall within the agreed scope of work.

Changes to project requirements after project initiation require a formal Change Request. The process works as follows: 1. The requesting party submits a detailed description of the proposed changes. 2. PentaSynth evaluates the impact on timeline, resources, and cost. 3. A Change Request document is provided, detailing the additional costs and timeline adjustments. 4. Work on the changes begins only after written approval and, if applicable, payment of additional fees. Changes that materially alter the project scope may require a new Service Agreement.

We safeguard all project files and client data during the project in accordance with industry-standard security practices. Upon project completion and full payment, all deliverables and associated intellectual property rights are transferred to the Client. After two months following project completion, all project-related data is permanently deleted from our systems unless otherwise specified in the Service Agreement or required by applicable law. The Client retains ownership of all data, content, and materials provided to PentaSynth for the purpose of providing the Services.

Unless otherwise specified in the Service Agreement: 1. Upon full payment, the Client receives exclusive and transferable rights to all custom Deliverables created specifically for the Client. 2. PentaSynth retains ownership of pre-existing code, tools, methodologies, and components developed prior to or independently of the Services ("PentaSynth Materials"). The Client receives a non-exclusive, non-transferable license to use PentaSynth Materials solely as part of the Deliverables. 3. Third-party components, libraries, or software included in the Deliverables remain subject to their respective license terms. 4. PentaSynth may use general knowledge, skills, and experience acquired during the provision of Services for future projects, but will not reuse Client-specific code or confidential information.

Unless explicitly specified in the Service Agreement, PentaSynth is not responsible for ongoing maintenance, updates, or support after project delivery and acceptance. The Client assumes responsibility for system maintenance, security updates, backups, and operational management after project handover. PentaSynth offers separate maintenance and support agreements if requested by the Client.

While we adhere to industry best practices for security during development, PentaSynth is not liable for: 1. Security vulnerabilities in third-party components, services, or platforms, unless explicitly included in our scope of work. 2. Security issues arising from Client modifications to the Deliverables. 3. Unauthorized access to the Client's systems not directly resulting from our work. 4. Data breaches occurring after project handover. Clients are strongly encouraged to implement additional security measures including regular security audits, penetration testing, and timely updates.

Payment terms are as follows: 1. A non-refundable advance payment (typically 25-50% of the total project cost) is required to initiate a project. 2. Remaining payments are due according to the milestone schedule defined in the Service Agreement. 3. Overdue payments may result in project delays and late payment fees as specified in the Service Agreement. 4. If a client terminates the project after commencement, no refunds will be issued for the advance amount or for completed milestones. 5. PentaSynth reserves the right to suspend or terminate Services if payments are significantly overdue.

Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement. This includes but is not limited to: 1. Project specifications and requirements 2. Business strategies and processes 3. Technical architecture and system designs 4. Pricing and financial information 5. Customer or user data These confidentiality obligations survive the termination of the Service Agreement for a period of two (2) years, unless otherwise specified.

During the term of the Service Agreement and for one (1) year thereafter, the Client agrees not to directly or indirectly solicit or employ any employee, contractor, or consultant of PentaSynth who was involved in providing Services to the Client, without explicit written consent from PentaSynth. Violation of this clause may result in compensation claims equal to six (6) months of the solicited person's remuneration.

When processing personal data on behalf of the Client, PentaSynth acts as a data processor and the Client acts as the data controller. PentaSynth will: 1. Process personal data only on documented instructions from the Client. 2. Implement appropriate technical and organizational security measures. 3. Assist the Client in fulfilling obligations to data subjects. 4. Delete or return all personal data after the end of service provision. 5. Comply with applicable data protection regulations including GDPR where applicable. The Client is responsible for ensuring it has the legal basis to collect and process any personal data provided to PentaSynth.

PentaSynth warrants that: 1. Services will be performed in a professional manner in accordance with industry standards. 2. Deliverables will substantially conform to the specifications in the Service Agreement. 3. To the best of our knowledge, Deliverables will not infringe upon third-party intellectual property rights. Except as expressly stated in these Terms or the Service Agreement, all services and deliverables are provided "as is" without warranty of any kind, either express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. PentaSynth does not warrant that the Deliverables will be error-free or that all errors can or will be corrected.

In no event shall PentaSynth be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, data loss, business interruption, or cost of procurement of substitute services. PentaSynth's total liability for any and all claims arising out of or in connection with the Services shall not exceed the total amount paid by the Client for the Services under the applicable Service Agreement. This limitation of liability does not apply to liabilities that cannot be limited or excluded by applicable law.

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, civil unrest, government actions, labor disputes, or internet service provider failures. The affected party shall notify the other party within reasonable time about the circumstances and expected duration. Obligations shall be suspended during the force majeure event and deadlines extended accordingly.

Any dispute arising out of or relating to these Terms or the Services shall be resolved as follows: 1. The parties will first attempt to resolve the dispute through good-faith negotiations. 2. If negotiations fail, the dispute shall be submitted to mediation under the rules of a mutually agreed mediation service. 3. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of arbitration specified in the Service Agreement, or if not specified, under the rules of the American Arbitration Association. 4. The arbitration shall be conducted in English, and the location shall be as specified in the Service Agreement. This dispute resolution procedure does not prevent either party from seeking injunctive relief in cases of urgent prejudice.

Either party may terminate a Service Agreement: 1. For convenience, with 30 days' written notice, subject to payment obligations for work completed or in progress. 2. For cause, if the other party materially breaches these Terms or the Service Agreement and fails to cure such breach within 15 days of receiving written notice. 3. Immediately, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings. Upon termination, the Client shall pay for all Services rendered up to the termination date. PentaSynth shall deliver all completed and in-progress Deliverables upon receipt of full payment.

PentaSynth reserves the right to update these Terms of Service. Clients will be notified of significant changes via email or through our website, and continued use of our services indicates acceptance of the updated terms. For existing projects, the Terms in effect at the time of project commencement shall continue to apply unless both parties agree in writing to adopt updated Terms.

These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Service Agreement, without regard to its conflict of law provisions. If no jurisdiction is specified in the Service Agreement, these Terms shall be governed by the laws of India.