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Terms & Conditions

These Master Terms & Conditions (the "Terms") govern all services provided by pROwth (the "Service Provider") to any client who executes a Service Agreement or electronically accepts these Terms (the "Client"). By signing a Short-Form Service Agreement or accepting these Terms electronically, the Client agrees to be bound by these Terms and by any Statements of Work (each, an "SOW") executed under them.

1. Definitions

Agreement: The Master Services Agreement, including the Short-Form Service Agreement, these Master Terms & Conditions, and any executed SOWs.

  • Client: The entity identified as the customer in a Short-Form Service Agreement or SOW.
  • Service Provider / pROwth: pROwth, a product growth consultancy providing services described in this Agreement, including its affiliates, officers, employees and contractors.
  • Services: The website and product development, organic growth & SEO, content development, performance marketing, analytics, hosting, CRO, digital PR, and other services described in any SOW.
  • Deliverables: Work product, reports, campaigns, creative materials, SEO content assets, code, documentation and other tangible or intangible items produced for the Client pursuant to the Services.
  • SEO Content Assets: SEO-focused text, keywords, metadata and creative content created for the Client as part of the Services.
  • Hosting Services: Optional website or content hosting provided by pROwth for a fee where described in an SOW.
  • Statement of Work (SOW): A written document signed by both Parties describing the Services, Deliverables, fees, schedules and any other specific terms.
  • Confidential Information: Non-public information disclosed by a Party that is marked or reasonably understood to be confidential, including business, financial, technical and customer data.
  • Intellectual Property Rights: All worldwide rights in patents, copyrights, trademarks, trade secrets, moral rights, mask works, goodwill and similar proprietary rights.
  • Effective Date: The commencement date of the Agreement set forth in the Short-Form Service Agreement or SOW.
  • Term: The Initial Term and any Renewal Terms as described in Section 6.

2. Personnel

pROwth will assign qualified personnel ("Personnel") to perform the Services. Personnel will perform professionally and comply with pROwth's workplace policies and applicable law. pROwth will not remove key Personnel without providing an adequate substitute, except where removal is necessary under applicable law or where pROwth reasonably determines removal will not impair delivery of Services. Personnel engaged by pROwth are not employees of the Client. pROwth is solely responsible for all employment-related payments, benefits, taxes and contributions for its Personnel. Personnel will be legally authorized to perform Services in the jurisdiction where the Services are performed and will be reasonably available to the Client during normal business hours and as otherwise agreed in the applicable SOW.

3. Confidentiality & Ownership of Materials

"Disclosing Party" means the Party disclosing Confidential Information; "Receiving Party" means the Party receiving it. Confidential Information does not include information that was known to the Receiving Party without restriction, becomes public without breach, is received lawfully from a third party, or is independently developed. The Receiving Party will protect Confidential Information with reasonable care, disclose it only to those who need to know, and use it solely to perform obligations under this Agreement. If legally compelled to disclose, the Receiving Party will provide notice (where possible) and disclose only what is required. Upon termination, all Confidential Information must be returned or destroyed unless retention is required by law.

4. Content Rights, Hosting & Platform Access

Except as otherwise agreed in an SOW, all Content created by pROwth is owned by the Client upon full payment. Hosting and platform use are governed by the SOW, and Client must export Content before termination if hosting will not continue. pROwth may provide migration services for an additional fee.

5. Compensation & Taxes

Client will pay the fees specified in the Service Agreement or SOW (the "Fees"). Fees exclude taxes; Client is responsible for applicable withholding and indirect taxes, while pROwth is responsible for taxes on its income.

6. Term, Renewal, and Termination

This Agreement begins on the Effective Date and continues for twelve (12) months, renewing automatically unless terminated with thirty (30) days' notice. Termination for cause is allowed for material breach not cured within fifteen (15) days. Upon termination, Client must pay accrued fees and export any hosted content before access is suspended.

7. Indemnification

Each Party will indemnify the other from third-party claims arising from its breach, negligence, or violation of law. The Indemnified Party must promptly notify and cooperate in defense; no settlement may be made without written consent.

8. Warranties

Each Party warrants it has authority to enter into this Agreement and that performance will not violate any other agreements. pROwth warrants professional service delivery. All other warranties, express or implied, are disclaimed.

9. Limitation of Liability

Neither Party is liable for indirect or consequential damages. Liability is capped at the total Fees paid in the three (3) months preceding the claim, excluding confidentiality breaches, indemnity obligations, and gross negligence.

10. Non-Solicitation

During the Term and six (6) months after, Client shall not solicit or hire pROwth employees or contractors. General job postings not targeted at pROwth staff are excluded.

11. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Delaware, USA. Disputes will be resolved by arbitration under AAA rules in Delaware, conducted in English. Parties must continue to perform obligations during dispute resolution.

12. Force Majeure

Neither Party is liable for failure due to events beyond reasonable control, including natural disasters, pandemics, or government actions. Payment for Services rendered remains due.

13. Independent Contractor

pROwth acts as an independent contractor. Nothing creates a partnership or employment relationship. Neither Party may bind the other without written consent.

14. Notices & Compliance with Laws

Notices must be in writing and delivered via email, courier, or reasonable means to the address in the Service Agreement. Each Party will comply with all applicable laws, including privacy and anti-corruption regulations.

15. Miscellaneous

Modifications require written agreement. If any provision is invalid, the rest remain effective. This Agreement and any SOWs constitute the entire agreement. Failure to enforce rights does not waive them.

16. Publicity

Neither Party may use the other's name, logo, or trademarks without consent, except pROwth may reference the Client in marketing or case studies if no Confidential Information is disclosed.

Contact

For notices and administrative matters, please contact the pROwth representative identified in the applicable Short-Form Service Agreement or SOW.