The use of Webfries IT Solutions Private Limited’s “www.webfries.com” website is subject to the following Terms and Conditions. Webfries IT Solutions Pvt. Ltd holds the right to update the Terms and Conditions without any prior notice.
SEARCH ENGINE OPTIMIZATION SERVICES:-
The client acknowledges that the Search Engine Optimization services provided by Webfries IT Solutions Private Limited are dependent on the selection procedures and algorithms of third-party search engines. The guarantee offered by Webfries for search engine rankings is limited to the provision of on-page and off-page optimization services, which may or may not result in confirmed search engine rankings. In the event that such rankings do not appear within the specified timeframe, Webfries IT Solutions Private Limited will forego any remaining contractual compensation from the client. However, it is important to note that any advance or milestone payments made by the client shall not be refundable, as a significant amount of resources are allocated towards the optimization process and to offer higher development standards to the client’s website as a resultant by-product.
BLOCKCHAIN DEVELOPMENT:-
- The client acknowledges that blockchain technology is still in an early stage of development and that there may be uncertainties and risks associated with the use of this technology. Webfries will provide consulting services to the client to help them understand and manage these risks, but the client is ultimately responsible for assessing the suitability of blockchain technology for their specific business needs.
- The client acknowledges that the creation and implementation of smart contracts and blockchain networks is a complex process, and that the timelines and deliverables outlined in the service agreement or project proposal may be subject to change.
- The client is responsible for providing all necessary information and resources to allow Webfries to complete the blockchain development services as outlined in the service agreement or project proposal. This includes but is not limited to providing smart contract code and blockchain network specifications.
- Any smart contracts or blockchain networks created by Webfries as part of our services will be the property of the client upon full payment for the services.
- Webfries will provide reasonable assistance to the client in the deployment and maintenance of the smart contracts and blockchain networks, but the client is ultimately responsible for their ongoing operation and security.
ACCEPTANCE OF DELIVERABLES:-
The client shall execute a written approval (including email) upon completion of each of the deliverables identified in the System Specifications. Webfries shall rely on such written approval as the Client’s acceptance of such deliverable, including, but not limited to, acceptance of its design, content, layout, color, format, navigation, and functionality. Any modifications to the deliverable(s) after execution of the written approval by the Client shall be subjected to additional billing based on rates offered by Webfries.
CLIENT RESPONSIBILITIES:-
The client agrees to perform all tasks outlined in this agreement and the related system specifications, and to provide all necessary assistance and cooperation to Webfries for the timely and efficient completion of the website, SEO or project. The client will provide written approvals and feedback within three working days. Webfries shall not be deemed in breach of this agreement or any milestones if failure to meet its responsibilities is due to client’s failure to fulfill their responsibilities. The client shall be responsible for making necessary changes to their systems, software and hardware to support the website operation, as well as populating and maintaining any databases and providing all content for the website, unless otherwise agreed with Webfries.
MARKETING:-
The client hereby grants Webfries IT Solutions Private Limited the right to use the client’s name and service marks in its marketing materials, including naming the client as a client of Webfries and providing a brief scope of services provided. The client also grants Webfries the right to display its logo and hyperlinks to the Webfries website on the home page or sub-pages of the client’s website, with the understanding that the size of such hyperlinks will be kept to a minimum for visibility purposes only. Furthermore, either party may elect to issue a press release related to this Agreement.
WEB SITE DEVELOPMENT INVESTMENT:-
The client agrees to pay the total sum of money, as outlined in the latest proposal, for the development of the website, SEO, project, web hosting or domain registration (the “Development Price”). Any applicable taxes will be an additional cost, unless specified in the latest proposal to the client. It is important to note that any advance or milestone payments made by the client to Webfries IT Solutions Private Limited shall not be refundable, even if the client chooses to terminate this agreement at any stage.
PAYMENT OF INVOICES:-
Advance payments and milestone/stage completion-based payments are non-refundable under any circumstances. All invoices must be paid by the client within seven days of receipt. Late payments will incur a late fee equal to the lesser of 1.5% per month of the overdue amount or the maximum amount allowed by law. If the client defaults on payments for development work, Webfries reserves the right to suspend all services, including email and web hosting services, after giving seven days written notice, until full payment is received.
WEB SITE:-
Upon full payment of the fees associated with the development of the website, SEO services, or project delivery, the client shall be assigned all worldwide rights, titles, and interests in and to the website, including its source code, custom programming, and documentation. Webfries shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual copyright and license to the custom programming. The client shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the website, its look and feel, logos, “tag lines,” or any other website content or documentation. Webfries may include source code, documentation, and/or application programs that were previously written or developed by Webfries and modified to meet the client’s specific requirements. Rights to photos, graphics, source code, work-up files, and computer programs are not transferred to the client and remain the property of their respective owners. Webfries will not be responsible for any action taken by users of the client’s website based on the information provided. The client is responsible for ensuring that all legal sanctions, intellectual property permissions, and other safeguards are in place for the use of any content, text, images, graphics, and data provided for the website. Webfries will not be held responsible for any copyright violations related to such material and the client shall indemnify Webfries at all times.
TERM:-
This Agreement shall be effective from the date of acceptance and shall remain in effect until complete payment of the Development Price, or until earlier terminated as provided in this Agreement, or until the contracted services have been completed.
TERMINATION:-
Either party may terminate this Agreement upon written notice to the other if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. The client shall pay Webfries for all services rendered and work performed up to the effective date of termination for any reason.
LIMITED WARRANTIES FOR WEBSITE:-
Webfries shall not be liable for failures caused by third-party hardware or software (including Client’s systems), misuse of the website, malicious hacking, or the negligence or wilful misconduct of the Client.
DISCLAIMER OF WARRANTIES:-
The website is provided on an “as is” and “as available” basis, and Webfries expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
LIMITATION OF LIABILITY:-
Neither party shall be liable to the other or any third party for any incidental, consequential damages arising out of or connected in any way with this Agreement or the website, SEO, project, web hosting or domain registration. The total liability for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) to the other shall not exceed the development price (total fees being charged by Webfries as per the latest proposal submitted by Webfries) of the website/SEO/project or web hosting or domain registration. This limitation of liability shall apply even if the express warranties set forth above fail in their essential purpose.
THIRD-PARTY DISCLAIMER:-
Webfries makes no warranty of any kind, whether express or implied, about any third-party products, third-party content, or any software, equipment, or hardware obtained from third parties.
INDEMNIFICATION OBLIGATIONS:-
The client shall indemnify and hold Webfries(and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Webfries as a result of any claim, judgment, or adjudication related to or arising from any photographs, illustrations, graphics, audio clips, video clips/files, text, data, pictures, images, logos, signs, trademarks, figures, opinions, messages or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the client to Webfries (the “Client Content”), or (b) a claim that Webfries’ use of the Client Content infringes the Intellectual Property rights of a third party. Webfries shall also indemnify and hold the Client harmless from any claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by the client as a result of any claim, judgment, or adjudication against the client arising from a claim that the client’s use of the Webfries custom programming, as permitted under this Agreement, infringes the Intellectual Property rights of a third party.
WEBFRIES INDEMNITY:-
Webfries will indemnify and hold Client (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Client as a result of any claim, judgement, or adjudication against Client arising from a claim that Client’s use of the Webfries custom programming, as permitted by this Agreement.
WEBFRIES SHALL HAVE NO OBLIGATION TO INDEMNIFY THE CLIENT PURSUANT TO THIS SECTION TO THE EXTENT THAT THE INFRINGEMENT RESULTS FROM:-
- the Client Content;
- specifications provided by Client or its agents;
- derivative works of the Web Site/Project created by the Client;
- use of the Web Site in conjunction with non- Webfries-approved third-party products, including hardware and software;
- modifications or maintenance of the Web Site
CONFIDENTIALITY:-
The parties agree to maintain the strict confidentiality of each other’s proprietary or confidential information. The parties undertake not to make each other’s Proprietary or Confidential Information available to any third party in any form or to use each other’s Proprietary or Confidential Information for any purpose other than what is described in this Agreement. The Proprietary or Confidential Information of each party shall remain its unique and exclusive property. The parties agree that in the event of use or disclosure by the other party other than as expressly provided for in this Agreement, the non-disclosing party may be entitled to equitable redress, up to a maximum of the ‘Development Price’ as specified in Point 8 of this Agreement. The parties agree that for one year following the execution of this Agreement, no party shall provide full-time, part-time, or consulting employment to the other party’s employees and officers.
CHOICE OF LAW AND FORUM:-
This agreement is governed by the laws of India and the National Capital Territory of Delhi, without reference to rules regulating the choice of law. Client and Webfries agree to attempt in good faith to negotiate a resolution to any dispute arising out of or relating to this Agreement. Any conflict or claim arising out of or relating to this Agreement, including, without limitation, its interpretation or breach, must be referred by either party to an arbitrator appointed by the Webfries in jurisdiction of Delhi, India, under the Arbitration and Conciliation Act, 1996.
INDEPENDENT CONTRACTOR STATUS:-
Client and Webfries agree that Webfries will execute its obligations under this Agreement as an independent contractor.
ENTIRE AGREEMENT:-
This Agreement and any exhibits and schedules constitute the entire agreement between the parties regarding the subject matter of this Agreement. No additional agreements (other than Non-Disclosure Agreements executed directly with the client), representations, or warranties concerning the subject matter of this Agreement have been made by either party to the other, save as specifically specified herein. If Client requests additional services from Webfries, this Agreement will remain in effect unless a new contract is executed.
SEVERABILITY:-
The parties agree that if a court considers any provision of this Agreement defective and/or unenforceable, the remaining sections will remain legal and enforceable.