Section B

Service Engagement Terms & Conditions

This Section governs the provision of professional services after formal engagement, and is distinct from Section A above (which governs general Website use). Effective Date: 24 July 2026.

1. Introduction

This Service Engagement Terms & Conditions document (“Service Terms”) governs the provision of professional services by PROCEKA TechSol Private Limited (“PROCEKA”, “we”, “us”) to a client (“Client”, “you”) following formal engagement. These Service Terms are distinct from, and apply in addition to, the Website Terms & Conditions set out in Section A above, and are incorporated by reference into any proposal, quotation, work order, engagement letter, invoice, or service agreement issued by PROCEKA, unless that document expressly states otherwise.

2. Definitions

“Engagement” means the specific professional services arrangement agreed between PROCEKA and the Client. “Deliverables” means the specific outputs, reports, filings, or work product agreed to be provided as part of an Engagement. “Engagement Documentation” means the engagement letter, proposal, quotation, work order, or equivalent document setting out the specific scope, fees, and timeline for an Engagement. “Client Information” means all data, documents, and information provided by the Client for the purposes of the Engagement.

3. Scope of Engagement

Each Engagement is governed by its specific Engagement Documentation, which sets out the agreed scope of services, deliverables, fees, and timeline. These Service Terms apply to every Engagement unless the Engagement Documentation expressly varies a specific provision, in which case the Engagement Documentation shall prevail to the extent of that variation.

4. Nature of Professional Services

PROCEKA provides integrated business advisory and professional services, including business advisory, accounting and bookkeeping, GST services, income tax services, tax planning, payroll services, TDS and TCS compliance, MCA and ROC compliance, company secretarial support, business registration, startup advisory, project reports, business planning, financial advisory, internal audit support, technology consulting, digital transformation, AI-enabled business assistance, knowledge and research services, training and workshops, compliance support, and business documentation, together with any future services PROCEKA may introduce.

5. Engagement Process

An Engagement typically begins with an enquiry or consultation, followed by discussion of requirements, and culminates in Engagement Documentation setting out the agreed scope and terms. No Engagement is binding on PROCEKA until formally accepted as described in Section 6.

6. Acceptance of Engagement

An Engagement is formed only upon PROCEKA’s written acceptance of the Engagement Documentation, whether by signature, written confirmation, commencement of the agreed work, or acceptance of an initial payment where applicable. General discussion, quotations, or consultation does not, by itself, constitute an accepted Engagement.

7. Client Responsibilities

The Client agrees to: provide complete, accurate, and timely information and documentation reasonably required for the Engagement; respond to reasonable requests within agreed or reasonable timeframes; make decisions and approvals necessary for PROCEKA to proceed; and pay agreed fees in accordance with Section 17.

8. Information & Document Submission

The Client shall submit Client Information through the channels agreed for the Engagement. Where documents contain sensitive or confidential information, the Client should use the secure channel specifically requested by PROCEKA, where one has been provided.

9. Accuracy of Client Information

The Client is responsible for the accuracy and completeness of Client Information provided. PROCEKA is entitled to rely on Client Information as accurate and complete unless the Engagement Documentation specifically includes independent verification as part of the scope. PROCEKA is not liable for outcomes arising from inaccurate, incomplete, or delayed Client Information.

10. Scope Changes and Additional Work

Any work outside the agreed scope of an Engagement constitutes additional work, which requires the Client’s approval and may attract additional fees, to be agreed before such additional work commences, except where reasonably necessary to comply with a legal or regulatory requirement directly connected to the original scope.

11. Professional Standards

PROCEKA will perform services with reasonable skill, care, and diligence consistent with applicable professional standards for the nature of the service provided. Deliverables reflect professional judgement applied to the information available at the time.

12. Communication Protocol

PROCEKA will communicate with the Client through the channels and, where agreed, the frequency set out in the Engagement Documentation. In the absence of a specified protocol, communication will be by email or phone as reasonably appropriate to the Engagement.

13. Timelines and Estimated Delivery

Timelines stated in Engagement Documentation are good-faith estimates based on information available at the time of agreement. Actual delivery may vary due to factors including Client responsiveness, third-party or government processing times, and complexity discovered during the Engagement.

14. Delays Beyond PROCEKA's Control

PROCEKA is not liable for delays caused by factors beyond its reasonable control, including delayed or incomplete Client Information, government or regulatory authority processing times, third-party service providers, or force majeure events described in Section 40.

15. Fees and Commercial Terms

Fees for an Engagement are as set out in the applicable Engagement Documentation. Unless otherwise agreed, fees are quoted in Indian Rupees (INR) and are exclusive of applicable taxes and government charges, which shall be borne by the Client in addition to the quoted fee.

16. Taxes and Government Charges

Any statutory fees, government charges, stamp duty, or taxes (including applicable GST on our fees) payable in connection with an Engagement are in addition to PROCEKA’s professional fees, unless the Engagement Documentation expressly states these are included.

17. Payment Terms

Payment terms are as set out in the applicable Engagement Documentation or invoice. Unless otherwise agreed, payment is due upon receipt of invoice or as otherwise specified. Payments made through the Website are processed via PayU as described in our Privacy Policy and Website Terms.

18. Late Payments

Where payment is not received within the agreed timeframe, PROCEKA reserves the right to charge reasonable interest on overdue amounts to the extent permitted by law, and to suspend further work on the Engagement until payment is regularised, subject to Section 19.

19. Suspension of Services

PROCEKA may suspend services under an Engagement where: payment is materially overdue; the Client fails to provide information or approvals necessary to proceed; continuing the Engagement would place PROCEKA in breach of a legal, regulatory, or professional obligation; or as otherwise permitted under the Engagement Documentation. PROCEKA will provide reasonable notice of suspension where practicable.

20. Confidentiality

Each party shall keep confidential all non-public information received from the other in connection with the Engagement, and shall use it only for the purposes of the Engagement, except where disclosure is required by law, requested by a regulatory or judicial authority, or necessary to enforce rights under these Service Terms. This obligation survives termination of the Engagement.

21. Data Protection

PROCEKA processes Client Information in accordance with applicable Indian data protection law, including the Digital Personal Data Protection Act, 2023, and our Privacy Policy. Where an Engagement involves processing of personal data of the Client’s own customers or employees, the parties will agree appropriate data handling terms as part of the Engagement Documentation where necessary.

22. Intellectual Property

Unless otherwise agreed in the Engagement Documentation, PROCEKA retains ownership of its pre-existing methodologies, templates, tools, and know-how used in delivering the Engagement. The Client is granted a licence to use such materials solely as incorporated into the Deliverables for the Client’s own internal business purposes.

23. Ownership of Deliverables

Subject to full payment of agreed fees and Section 22, ownership of Deliverables specifically prepared for the Client (such as reports, filings, and documents prepared for that Engagement) transfers to the Client upon completion and payment, excluding PROCEKA’s underlying methodologies and tools.

24. Use of Third-Party Software or Platforms

Where an Engagement involves the use of third-party software, government portals, or platforms, the Client’s and PROCEKA’s use of such platforms is additionally subject to the relevant third party’s own terms, and PROCEKA is not responsible for the availability, performance, or policies of third-party platforms.

25. Technology and AI-Assisted Services

Where PROCEKA uses AI-assisted tools to support internal processes (such as drafting assistance or research support), such tools support, but do not replace, professional judgement. All Deliverables involving AI-assisted input are reviewed by a qualified professional before being provided to the Client, and PROCEKA remains responsible for the professional conclusions in the Deliverables, in the same manner as if AI assistance had not been used.

26. Regulatory Changes

Professional advice and Deliverables are based on laws, regulations, and government interpretations in effect, and information reasonably available, at the time the advice or Deliverable is provided. PROCEKA is not responsible for the effect of subsequent changes in law, regulation, or government interpretation unless the Engagement specifically includes ongoing monitoring of such changes.

27. Reliance on Client Information

Except where an Engagement specifically includes independent verification or audit procedures, PROCEKA is entitled to rely on Client Information without independent verification, and Deliverables are prepared on the basis that Client Information provided is accurate and complete.

28. Review and Approval of Deliverables

Where a Deliverable requires Client review or approval before filing, submission, or implementation, the Client shall review it within a reasonable time and raise any concerns promptly. PROCEKA is not responsible for consequences arising from the Client’s delayed review, or from proceeding on the Client’s instruction despite concerns raised.

29. Record Retention

PROCEKA retains records relating to an Engagement for the period required by applicable professional, tax, and regulatory obligations. The Client is responsible for maintaining its own copies of Deliverables and records required for its own statutory or business purposes.

30. Limitation of Liability

To the fullest extent permitted by applicable law, PROCEKA’s total liability arising out of or in connection with an Engagement shall not exceed the total fees paid by the Client to PROCEKA for that specific Engagement in the twelve months preceding the event giving rise to the claim, except where such limitation cannot be excluded under applicable law, or where liability arises from PROCEKA’s gross negligence or wilful misconduct.

31. Exclusion of Consequential Loss

To the fullest extent permitted by applicable law, neither party shall be liable to the other for indirect, incidental, consequential, or special damages, including loss of profit, revenue, business, or data, arising from or in connection with an Engagement, except where such exclusion cannot be applied under applicable law.

32. Professional Judgement

Advice and Deliverables provided under an Engagement reflect PROCEKA’s professional judgement based on the information available and the scope agreed. Professional judgement, by its nature, may involve interpretation where laws, regulations, or facts are ambiguous, and PROCEKA is not liable for a reasonable professional judgement made in good faith, even where a different interpretation is later adopted by a regulatory or judicial authority.

33. No Guarantee of Regulatory Approval or Business Outcomes

PROCEKA does not guarantee the approval of any application, registration, licence, tender, or financing; the outcome of any tax assessment, refund, or dispute; or any specific business, financial, or litigation outcome. PROCEKA’s role is to provide professional services with reasonable skill and care, not to guarantee outcomes that depend on the decisions of third parties, government authorities, or courts.

34. Indemnity

The Client agrees to indemnify PROCEKA against claims, losses, or liabilities arising from inaccurate or incomplete Client Information, the Client’s breach of these Service Terms or the Engagement Documentation, or the Client’s misuse or unauthorised alteration of Deliverables, except to the extent such misuse resulted from PROCEKA's own error.

35. Conflict of Interest

PROCEKA will take reasonable steps to identify and manage any material conflict of interest that may arise in connection with an Engagement, and will inform the Client where a conflict is identified that may affect the Engagement, subject to any professional confidentiality obligations owed to other clients.

36. Independent Contractor Relationship

PROCEKA provides services as an independent contractor. Nothing in these Service Terms creates an employment, partnership, joint venture, or agency relationship between PROCEKA and the Client, except to the extent PROCEKA is expressly authorised to act on the Client’s behalf for a specific purpose under the Engagement Documentation (such as filing on the Client’s behalf with a government authority).

37. Termination by Client

The Client may terminate an Engagement by written notice, subject to payment of fees for work performed up to the date of termination, and any costs reasonably and necessarily incurred by PROCEKA in connection with the Engagement prior to termination.

38. Termination by PROCEKA

PROCEKA may terminate an Engagement by written notice where: the Client materially breaches these Service Terms or the Engagement Documentation, including non-payment; continuing the Engagement would place PROCEKA in breach of a legal, regulatory, or professional obligation; or as otherwise permitted under the Engagement Documentation.

39. Effect of Termination

Upon termination, the Client shall pay for services performed and reasonably incurred costs up to the date of termination. Provisions of these Service Terms that by their nature are intended to survive termination — including Confidentiality, Data Protection, Intellectual Property, Limitation of Liability, and Governing Law — shall continue to apply.

40. Force Majeure

Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, internet or telecommunications failures, government action, or civil unrest, provided the affected party notifies the other and takes reasonable steps to mitigate the impact.

41. Notices

Notices under an Engagement shall be given in writing to the contact details specified in the Engagement Documentation, or, in the absence of a specified contact, to the email or postal address last provided by the relevant party. Notices are deemed received when sent, unless the sender receives confirmation of non-delivery.

42. Assignment

The Client may not assign or transfer its rights or obligations under an Engagement without PROCEKA’s prior written consent. PROCEKA may assign its rights and obligations in connection with a merger, acquisition, or sale of business assets, subject to the assignee agreeing to be bound by these Service Terms.

43. Amendment of Terms

These Service Terms may be updated by PROCEKA from time to time to reflect changes in law, business practice, or service offerings. The version of these Service Terms in effect at the time an Engagement is accepted shall apply to that Engagement, unless the parties expressly agree otherwise in the Engagement Documentation.

44. Waiver

No failure or delay by either party in exercising any right under these Service Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that right.

45. Severability

If any provision of these Service Terms is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

46. Governing Law

These Service Terms are governed by the laws of India, including the Indian Contract Act, 1872, the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and the Consumer Protection Act, 2019 where applicable, without regard to conflict of law principles.

47. Jurisdiction

Subject to Section 48, any disputes arising out of or relating to an Engagement shall be subject to the exclusive jurisdiction of the competent courts at Keonjhar, Odisha, India.

48. Dispute Resolution

In the event of a dispute arising from an Engagement, the parties shall first attempt to resolve the matter through good-faith discussion between authorised representatives. If unresolved within thirty (30) days, either party may pursue resolution through the courts referred to in Section 47, or, where the Engagement Documentation specifically provides for arbitration or another dispute resolution mechanism, in accordance with that provision.

49. Entire Agreement

These Service Terms, together with the applicable Engagement Documentation, constitute the entire agreement between PROCEKA and the Client regarding the specific Engagement, and supersede any prior discussions or understanding regarding that Engagement, except where the Engagement Documentation expressly incorporates additional terms.

50. Contact Information

PROCEKA TechSol Private Limited
Rajabandha, Ghatgaon, Keonjhar, Odisha, India
Email: info@proceka.com
Phone: +91 91785 66135