The following terms and conditions (the “Terms”) govern the sale and performance of all services (“Services”) provided by ProArch Technologies Inc. or its subsidiaries.  (“ProArch IT Solutions Pvt Ltd”, “Trum & Associates”, “Enhops, Inc.”, or “ProArch”) to you (“you” or “Customer”). The Parties agree that these Terms are incorporated into the Master Services Agreement and Mutual Non-Disclosure executed between the Parties, and any contradiction between these Terms and the applicable Master Agreement, the Master Agreement controls. The Parties hereby agree to be bound to the following Terms.  
ACCEPTANCE. No Proposal or SOW shall be binding on either party unless both Parties have accepted, and acceptance shall be execution of the applicable Agreement. The Parties reserve to reject all or a portion of an applicable Proposal or SOW, prior to signing this SOW.  All deliveries of the Services to Customer shall be deemed as delivered as per the scope defined in the SOW unless the Customer raises a non-acceptance in writing within 10 days of delivery by ProArch.  Customer and ProArch shall then mutually agree on the cure required to meet the Customer expectations, unless the rejection by Customer is on account of change request or scope change, in which case, the Customer shall accept the delivery already made and also sign a fresh change order for the additional work.  
CHANGE ORDERS. Any changes in project scope, including but not limited to, hardware purchase or lease, software purchase or lease, reassignment of task(s) to resources not named in this proposal are subject to and will be presented to the Client as a Change Order. Furthermore, all Change Order requests will be sent to the Client in writing, and the Parties agree that the receiving party has five (5) days to approve or reject the Change Order. The Client hereby agrees not to withhold a determination of Change Orders for reasons that will give rise to breach by any party, and the Client agrees that if a determination is not made within five (5) days, ProArch reserves the right to perform the Change Order in furtherance of its duties under this Agreement.  The Customer agrees to pay for the delivery already made by ProArch.
TERMINATION. Both Parties may terminate this Proposal/SOW with Thirty (30) days’ notice and a Ten (10) – Thirty (30) day opportunity to Cure period, as discussed and determined by the Parties for cause.  Any delivery made during the period leading to termination shall be invoiced by ProArch and Customer agrees to pay for the same.  Furthermore, the Parties may terminate this agreement with fifteen (15) day notice to the other Party for Material Breach.  Unless otherwise prohibited by law, either party may terminate this Agreement by written notice to the other party in the event of a material adverse change in the other party’s financial condition, including, but not limited to, bankruptcy, insolvency or liquidation. 
PROJECT CANCELLATION. There will be a 15% cancellation fee (of the proposal’s total cost) if the decision is made to cancel the engagement before its end date.  Cancellation of the project requires fourteen (14) days advance written notification.
PAYMENT & BILLING
PRICE. ProArch shall provide an estimate to the Customer which details the applicable cost of services or products for a given project. This initial estimate will be presented to the Customer as a Proposal and may include additional fees and is subject to change as the Scope of the Project changes subject to the Change Order contained below within these terms. 
BILLABLE HOURS. All Services contemplated by the Parties and evidenced by a Statement of Work (SOW), whether delivered onsite or remotely, are considered billable and will be billed in 15-minute increments.
DEPOSIT. ProArch reserves the right to require Customer(s) to provide a deposit in reasonable proportion to the Services requested on any purchase order or SOW and reasonably acceptable to Customer upon acceptance of the purchase order or SOW and, where such deposit is requested, ProArch shall not be required to commence performance of the Services requested in the purchase order or SOW unless and until payment in full of the requested deposit is made.
PAYMENT TERMS. The Parties agree that all invoices dispatched to the client, must be paid within thirty (30) days of receiving the invoice from ProArch.  Where the Client has agreed to a deposit, such deposit to be paid by Client on receipt of invoice or in advance prior to raising an invoice.  In the event a Party to this Agreement seeks to dispute a charge contained on a properly dispatched invoice, shall do so in writing delivered in the manner consistent with the communication between the Parties. Furthermore, a party seeking to dispute a portion or all of an invoice must do so within five (5) days of receiving the invoice in question. Failure to dispute an invoice in a timely manner does not excuse the disputing Party from paying any undisputed portions of a properly dispatched invoice. 
NOTICE TO CURE. In the event, the Customer is delinquent in remitting payment on a properly dispatched invoice, ProArch shall notify the Client in a reasonable manner, and will allow up to ten (10) days to remit payment. Failure on the part of the Customer to remit payment after the expiration of the Notice to Cure Period, shall subject the Customer to ProArch’s available remedies. 
REMEDIES. Failure to remit payment on a properly dispatched invoice shall be subject to the following penalties, and may result in suspension or cancellation of services or subscriptions: 
 
1.	Outstanding invoices shall be subject to an interest penalty of (i) one and one-half percent (1½%) per month, or (ii) the maximum rate allowable by law). In the event ProArch engages a collection agency or commences a legal action to collect undisputed fees due and payable hereunder, Customer shall, in addition to the full purchase price including interest, be liable for all costs and expenses of such formal collection or legal action.  Returned checks will incur a $40 service fee. 
2.	The Parties agree that in the event payment of properly dispatched invoice is not paid within the prescribed time & after notice to cure, ProArch reserves the right to cancel, suspend, or terminate applicable services connected with this Agreement, furthermore, the Client hereby agrees that in the event of service cancellation, suspension, or termination of services, the Client hereby agrees to hold ProArch harmless for any damages caused by the service interruption.