Terms of service
Effective date: 04th July 2025. These Terms of Service (“Terms”) govern your use of Procap’s website and the professional services we provide. By engaging Procap’s services or using our website, you agree to abide by these Terms.
Scope of services
Procap, LLC is a U.S.-based IT solutions provider specializing in strategic consulting, enterprise ERP implementation, warehouse management solutions, and core/niche QA services. Under a separate Project Proposal or Statement of Work, Procap will perform the services and deliverables specifically described therein. This may include software configuration, system integration, testing, training, and advisory services. All services will be performed in a professional and workman like manner.
Scope limitations: Any services not expressly listed in the applicable Proposal are outside the scope. If you request additional work or changes (a “change order”), it may require extra time or fees, which will be mutually agreed in writing. Procap makes no warranty that its services will eliminate all software defects or guarantee client’s specific business outcomes beyond the agreed deliverables.
Client responsibilities
You, the client, must cooperate with Procap to facilitate the services. This includes:
Access and information: Providing timely access to relevant personnel, systems, and information that Procap reasonably requests (such as business data, documentation, and specifications).
Decisions and approvals: Reviewing and approving deliverables, and making decisions (such as accepting project milestones or changes) in a prompt manner to avoid delays.
Environmental requirements: Ensuring your hardware, software, and network environments meet any specified requirements so that Procap can perform its work.
Compliance: Using the deliverables in compliance with applicable laws and not using any Procap services for unlawful purposes.
Failure to fulfill client responsibilities (e.g. providing timely information or approvals) may result in schedule delays or additional fees. You are also responsible for the actions of your users on systems we implement or support.
Fees and payment
Fees for Procap’s services will be as set forth in the applicable Proposal. Unless otherwise agreed, all fees are invoiced in U.S. dollars and due Net 30 days from invoice date. A late payment charge of 1.5% per month (or the maximum permitted by law) may be applied to overdue balances. Client is responsible for all taxes (except Procap’s income taxes) related to the services, as well as travel and related expenses incurred by Procap if not included in the fee schedule.
All payments are non-refundable. Procap’s obligations are contingent upon receiving timely payments. If Client fails to pay any amount due, Procap may suspend performance until payment is made. In case of any dispute regarding an invoice, Client must notify Procap in writing within 10 days of receiving the invoice; undisputed amounts are still due on time.
Intellectual property
Procap’s pre-existing IP: Procap retains all right, title and interest in its pre-existing materials, methods, tools, and intellectual property (such as software libraries, templates, or know-how) used in performing the services. Nothing in these Terms grants Client ownership of Procap’s proprietary technology.
Deliverables and work product: All work product specifically created by Procap for Client under this engagement (the “Deliverables”), including custom code, reports, documentation or configurations, will be deemed “work made for hire” under U.S. copyright law, or otherwise assigned or licensed to Client upon full payment. Client receives a worldwide, non-exclusive, perpetual, royalty-free license to use the Deliverables internally as part of the project. Notwithstanding the above, Procap may use general knowledge, skills and non-confidential ideas gained during the engagement for other clients.
For consulting services, Procap generally retains ownership of the deliverables until full payment. As one example, it is common in consulting contracts to assign intellectual property only upon payment or delivery of the work. In the unlikely event the “work made for hire” doctrine does not apply, Procap and Client agree that Procap assigns (or will assign) to Client all rights in the deliverables subject to full payment.
Client-provided IP: Client retains all ownership in its proprietary information, data, software, and any third-party materials it provides to Procap. If Procap’s services involve integration with Client’s existing software or licensed products, any intellectual property rights in those are not affected by these Terms.
Disclaimers and warranty
Limited Warranty: Procap warrants that it will perform services in a professional manner and in accordance with industry standards. EXCEPT FOR THIS LIMITED WARRANTY, PROCAP PROVIDES ALL SERVICES AND DELIVERABLES “AS IS”. Procap makes no other warranties, express or implied. Procap specifically disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular, Procap does not guarantee any specific business results, system performance levels, or that all software bugs will be fixed.
Third-Party Products: If any third-party hardware or software is provided, it is subject to the third party’s license terms. Procap does not warrant third-party products. Client agrees to use third-party products at its own risk.
No Professional Advice Warranty: Procap’s strategic or technical advice is based on information available at the time and is not guaranteed to be free from error. Client should independently verify any such advice.
Limitation of liability
Caps on Liability: Except for Procap’s indemnity or confidentiality obligations, or for claims arising from Procap’s gross negligence or willful misconduct, Procap’s total liability for any claim related to these Terms or services (whether in contract, tort, or otherwise) shall not exceed the total fees paid by Client for the services under the applicable project agreement. This cap applies even if other remedies fail their essential purpose.
Exclusion of Damages: In no event will Procap be liable for any indirect, incidental, consequential, special or punitive damages, even if advised of their possibility. This includes, without limitation, lost profits, lost data, loss of goodwill, or downtime. For example, one consulting agreement explicitly states that the consultant’s liability is limited to fees or insurance coverage and disclaims liability for special or consequential damages.
Allocation of Risk: The pricing of our services reflects these limitations. You acknowledge and agree that the fee structure is reasonable in light of such limits.
Confidentiality
All non-public information of each party (“Confidential Information”) provided to the other will be kept confidential and used only to perform the services under these Terms. Confidential Information includes business plans, technical data, and trade secrets. Each party will use reasonable measures to protect Confidential Information and will not disclose it to third parties (except as needed to perform the services). This obligation survives termination of the engagement.
Termination
Either party may terminate the services in the event of a material breach by the other party if the breach is not cured within 30 days of written notice. Upon termination, Client shall pay for all services performed through the termination date. If Client fails to pay fees when due, Procap may suspend work or terminate without further liability.
Dispute resolution and governing law
These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute arising under or relating to these Terms or the services shall first be addressed by good-faith negotiation between the parties. If unresolved, any claim or controversy shall be finally settled by binding arbitration in [City, Delaware] under the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator knowledgeable in commercial contracts. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The parties waive all rights to a jury trial. Alternatively, if arbitration is found unenforceable, each party agrees to submit to the exclusive jurisdiction of the state or federal courts in Delaware.
Miscellaneous
Modifications: Procap may revise these Terms occasionally; any changes will be effective upon posting on our site or communicating them to you. Continued use of services constitutes acceptance of the revised Terms.
Entire Agreement: These Terms, together with any signed Proposal or Scope of Work, constitute the entire agreement between the parties regarding the subject matter, superseding all prior agreements.
Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force.
Waiver: Failure to enforce any right does not waive that right.
Contact: For service questions or notices, contact Procap at sales@procap.ai or mail to Procap, 6801 Jefferson St Ne Ste 220, Albuquerque, NM87109. These Terms and your use of our services are binding.