Terms of Service

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 workmanlike 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 specific business outcomes beyond the agreed deliverables.

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.
• Decisions and approvals: Reviewing and approving deliverables, and making decisions in a prompt manner to avoid delays.
• Environmental requirements: Ensuring your hardware, software, and network environments meet any specified requirements.
• Compliance: Using deliverables in compliance with applicable laws and not using any Procap services for unlawful purposes.

Failure to fulfill client responsibilities 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 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 applicable taxes (except Procap’s income taxes), as well as any travel and related expenses incurred by Procap if not included in the fee schedule.

All payments are non-refundable. If Client fails to pay any amount due, Procap may suspend performance until payment is made. In case of any invoice dispute, Client must notify Procap in writing within 10 days of receiving the invoice; undisputed amounts are still due on time.

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). 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 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. Procap may use general knowledge and non-confidential ideas gained during the engagement for other clients.

Client-provided IP: Client retains all ownership in its proprietary information, data, software, and any third-party materials it provides to Procap.

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” AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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.

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 shall not exceed the total fees paid by Client for the services under the applicable project agreement.

Exclusion of Damages: In no event will Procap be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost data, loss of goodwill, or downtime, even if advised of their possibility.

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. 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.

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.

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Any dispute shall first be addressed by good-faith negotiation. If unresolved, any claim shall be finally settled by binding arbitration under the rules of the American Arbitration Association, conducted by a single arbitrator knowledgeable in commercial contracts. The arbitrator’s decision will be final and binding, and judgment may be entered in any court of competent jurisdiction. The parties waive all rights to a jury trial.

Modifications: Procap may revise these Terms; 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.