Terms of Service

1. Acceptance of Terms

By accessing our website (www.prowise.co.in) or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms constitute a legally binding agreement between you and Prowise Advisory Private Limited.

2. Services Offered

Prowise Advisory Private Limited provides professional services including but not limited to:

• Business Consultancy and Strategic Planning
• Company Secretarial Services
• Accounting and Financial Services
• IPO Advisory and Capital Markets Support
• Legal Advisory and Compliance
• Financial Consulting and Investment Advisory
• Internal Audit and Risk Management
• Tax Planning and Compliance

The specific scope of services will be defined in individual engagement letters or service agreements.

3. User Accounts and Registration

3.1 Account Creation

To access certain features of our services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

3.2 Account Types

• Client Accounts: For accessing project information, documents, and invoices
• Employee Accounts: For internal team members (requires @prowise.co.in email)

3.3 Account Termination

We reserve the right to suspend or terminate your account if you violate these Terms or engage in fraudulent, illegal, or harmful activities.

4. Use of Services

4.1 Permitted Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You may:

• Access and use services for which you are authorized
• View and download materials for personal or business use
• Communicate with our team regarding services

4.2 Prohibited Use

You agree NOT to:

• Use our services for any illegal or unauthorized purpose
• Violate any laws, regulations, or third-party rights
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the operation of our services
• Impersonate another person or entity
• Harvest or collect user information without consent
• Use automated systems (bots, scrapers) without permission
• Reverse engineer or attempt to extract source code
• Share login credentials with unauthorized parties

5. Professional Services Agreement

5.1 Engagement Terms

Professional services will be provided under separate engagement letters that will specify:

• Scope of services and deliverables
• Fees, payment terms, and billing arrangements
• Timelines and project milestones
• Responsibilities of both parties
• Confidentiality obligations
• Termination provisions

5.2 Professional Standards

Our services are provided in accordance with:

• Applicable professional standards and regulations
• Institute of Chartered Accountants of India (ICAI) guidelines
• Institute of Company Secretaries of India (ICSI) standards
• Securities and Exchange Board of India (SEBI) regulations
• Other relevant regulatory requirements

6. Fees and Payment

6.1 Service Fees

Fees for professional services will be specified in individual engagement letters. Unless otherwise agreed:

• Fees are exclusive of applicable taxes (GST, etc.)
• Payment terms are as specified in the engagement letter
• Late payments may incur interest charges
• We reserve the right to suspend services for non-payment

6.2 Expenses

Reasonable out-of-pocket expenses incurred in providing services may be billed separately with appropriate documentation.

7. Intellectual Property Rights

7.1 Our IP

All content on our website and services, including but not limited to:

• Text, graphics, logos, and images
• Software, code, and functionality
• Trademarks, service marks, and brand names
• Methodologies, tools, and templates

are the property of Prowise Advisory Private Limited and are protected by copyright, trademark, and other intellectual property laws.

7.2 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use our services for their intended purpose. This license does not include rights to:

• Reproduce, distribute, or publicly display our content
• Modify or create derivative works
• Use our trademarks or branding without permission

7.3 Client Materials

You retain ownership of materials you provide to us. You grant us a license to use such materials solely for the purpose of providing services to you.

8. Confidentiality

8.1 Our Obligations

We maintain strict confidentiality of all client information in accordance with:

• Professional codes of conduct
• Applicable privacy laws and regulations
• Terms of individual engagement letters

8.2 Your Obligations

You agree to keep confidential any proprietary information, methodologies, or materials we share with you during our engagement.

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes public through no fault of ours
• Must be disclosed under legal or regulatory requirements
• Is independently developed without use of confidential information

9. Limitation of Liability

9.1 Professional Services

While we strive for excellence in all our services:

• Our liability is limited as specified in engagement letters
• We are not liable for decisions made based on our advice
• Final responsibility for business decisions rests with clients
• We maintain professional indemnity insurance as required

9.2 Website and Technology

To the maximum extent permitted by law:

• Our website and services are provided "as is" without warranties
• We do not guarantee uninterrupted or error-free service
• We are not liable for technical failures or data loss
• We are not responsible for third-party content or links

9.3 Exclusion of Damages

We shall not be liable for indirect, incidental, consequential, or punitive damages, including but not limited to:

• Loss of profits or revenue
• Loss of data or information
• Business interruption
• Loss of goodwill or reputation

10. Indemnification

You agree to indemnify, defend, and hold harmless Prowise Advisory Private Limited, its directors, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses arising from:

• Your violation of these Terms
• Your use or misuse of our services
• Your violation of any laws or third-party rights
• Any information you provide to us

11. Termination

11.1 By You

You may terminate your use of our services at any time by:

• Closing your account (if applicable)
• Following termination provisions in engagement letters
• Ceasing to use our website and services

11.2 By Us

We may suspend or terminate your access if:

• You violate these Terms
• You engage in fraudulent or illegal activities
• You fail to pay for services rendered
• Required by law or regulatory authorities

11.3 Effect of Termination

Upon termination:

• Your right to access services will cease immediately
• Outstanding fees remain payable
• Confidentiality obligations continue
• Provisions intended to survive will remain in effect

12. Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India.

12.2 Jurisdiction

Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of courts in Mumbai, Maharashtra, India.

12.3 Mediation and Arbitration

Before initiating legal proceedings, parties agree to attempt resolution through:

• Good faith negotiations
• Mediation (if mutually agreed)
• Arbitration as per Indian Arbitration and Conciliation Act, 1996

13. Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to:

• Acts of God (natural disasters, pandemics)
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet or telecommunications failures
• Labor disputes or strikes

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes by:

• Posting updated Terms on our website
• Updating the "Last Updated" date
• Sending email notifications for significant changes

Your continued use of our services after changes constitutes acceptance of the modified Terms.

15. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. Entire Agreement

These Terms, together with our Privacy Policy and any engagement letters, constitute the entire agreement between you and Prowise Advisory Private Limited regarding the use of our services.

17. Contact Information

For questions or concerns regarding these Terms, please contact us: