The use of Webfries IT Solutions Private Limited “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 agrees that Search Engine Optimization services provided by Webfries is a service dependent on third party (search engines) selection procedures and algorithms and the “guarantee” offered by Webfries for search engine rankings is limited to a guarantee of on-page and off-page search engine optimization services which may or may not result in confirmed search engine rankings. Webfries agrees that in case such ranking does not appear within the stipulated time frame, Webfries will forego the remaining contractual compensation from the client. The advance or any milestone payment paid by the client however will not be refundable as hundreds of man-hours of resource allocation goes into on-page and off-page optimization and offer higher development standards to the client’s website as a resultant by-product.
ACCEPTANCE OF DELIVERABLES: –
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 Client’s acceptance of such deliverable, including, but not limiting 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 Client shall be subjected to additional billing based on rates offered by Webfries.
CLIENT RESPONSIBILITIES: –
Client recognizes that the development project under consideration is an iterative and client-approval based effort and hence the timelines of delivery are not solely in the hands of Webfries. Therefore client agrees to perform all tasks assigned to Client as set forth in this Agreement and the related System Specifications, and to provide all assistance and cooperation to Webfries in order to complete the website/SEO/Project timely and efficiently. The client undertakes to provide approvals and feedback within 3 working days of receiving project modules, pages, designs, content, key-phrases list for SEO, applications’ access and other related information from the Webfries in written email form. Webfries shall not be deemed in breach of this Agreement, the System Specifications or any milestone in the event Webfries’ failure to meet its responsibilities and time schedules is caused by Client’s failure to meet (or delay in) its responsibilities and time schedules set forth in the System Specifications or this Agreement. Client shall be responsible for making, at its own expense, any changes or additions to Client’s current systems, software, and hardware that may be required to support operation of the Web Site. Unless otherwise agreed with Webfries or reflected in a Change Order, Client shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the Web Site.
Client hereby grants Webfries the right to use the name and service marks of Client in its marketing materials, which shall include naming Client as a client of Webfries and a brief scope of services provided. In addition, Client hereby grants Webfries the right to display its logo (or other identifying information) and hyperlinks to Webfries’ Web site (currently www.webfries.com) on the home page/sub-pages of the Web Site. Webfries would however restrict the size (font and logo) of such hyperlinks to the bare minimum to only facilitate basic visibility. Either party may elect to issue a press release related to this Agreement.
WEB SITE DEVELOPMENT INVESTMENT: –
Client agrees to pay the total sum of money as per our latest proposal to you for development of the Web Site/SEO/Project or Web Hosting or Domain Registration (the “Development Price”). Applicable taxes would be extra unless specified in the latest proposal to the client. The advance or any milestone payment paid to Webfries by the client shall not be refundable even if the client refuses to continue with this agreement at any stage.
PAYMENT OF INVOICES: –
The advances paid and milestone/stage completion based payments are non-refundable in all circumstances. All invoices shall be paid by Client within seven (7) days of receipt. Payments not made within such time period shall be subjected to late charges equal to the lesser of (i) one and a half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. The Client agrees that even in case the client has made timely payments for email and web hosting services but has defaulted on making payments under ‘development work’, Webfries would be entitled to suspend all services, including email and web hosting services on seven (7) days written notice until the amounts outstanding are paid in full.
WEB SITE: –
Except as otherwise set forth in this Section, Client and Webfries agree that upon full payment of the fees associated with the development of the Web Site/SEO service completion/Project Delivery, Client shall be assigned all worldwide rights, titles, and interests in and to the Web Site (including, its source code, custom programming and documentation). Client and Webfries agree that Webfries shall retain a world-wide, royalty-free, non-exclusive, transferable, and perpetual copyright and license to the Custom Programming. Client shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the Web Site/Project, its look and feel, any logos, any “tag lines,” or any other Web Site/Project content or documentation. Client and Webfries also agree that the design and development of Client’s Web Site may include source code, documentation, and/or application programs that were previously written or developed by Webfries and modified to meet Client’s specific requirements. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. Webfrieswill not be responsible for any action taken by the users of the client’s website based on the information provided on the website. All the content, text, images, graphics, data (the “material”) provided by the Client for use in the website shall be the sole responsibility of the client and the client will ensure all legal sanctions, intellectual property permissions and other safeguards for the use of such material. Webfrieswill not be held responsible for the use of such material or any related copyright violation and the Client shall keep Webfries indemnified at all times.
This Agreement shall be effective from the Date of accepting of this Agreement and shall continue 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.
This Agreement may be terminated by either party 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. Client shall pay Webfries for all services rendered and work performed up to the effective date of termination for any reason.
LIMITED WARRANTIES WEB SITE: –
Webfries shall not be liable for failures caused by third party hardware or software (including Client’s own systems), misuse of the Web Site, malicious hacking, or the negligence or willful misconduct of Client.
DISCLAIMER OF WARRANTIES: –
Except as set forth in this Agreement, the Web Site/Project 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: –
In no event shall either party 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/project or domain registration or web hosting, for any claim by any third party. 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 Webfriesas 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, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
INDEMNIFICATION OBLIGATIONS CLIENT INDEMNITY: –
Client shall indemnify and hold Webfries(and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Webfries under all circumstances as a result of any claim, judgment, or adjudication against Webfries related to or arising from (a) 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 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 INDEMNITY: –
Webfries shall indemnify and hold Client (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless from any and all 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, judgment, or adjudication against Client arising from a claim that Client’s use of the Webfries custom programming, as permitted under this Agreement, infringes Intellectual Property rights of a third party.
WEBFRIES SHALL HAVE NO OBLIGATION TO INDEMNIFY CLIENT UNDER THIS SECTION TO THE EXTENT THE INFRINGEMENT ARISES FROM
- the Client Content,
- specifications provided by Client or its agents;
- derivative works of the Web Site/Project created by Client,
- use of the Web Site in combination with non- Webfries approved third party products, including hardware and software,
- modifications or maintenance of the Web Site by a party other than Webfries.
- misuse of the Web Site, and
- failure of Client to implement any improvement or updates to the Web Site, if the infringement claim would have been avoided by the use of the improvement or updates.
CONFIDENTIALITY: – The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief, subject to a maximum of the ‘Development Price’ defined under Point 8 of this Agreement. The parties agree that neither party will offer any form of full-time or part-time nor consultancy based employment to the other party’s employees and officers for a period of 1 year after the execution of this Agreement.
CHOICE OF LAW AND FORUM: – This agreement is governed by the laws of the India and the National Capital Territory, Delhi, without reference to rules governing choice of laws. Client and Webfries agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within Thirty (30) days, any controversy or claim arising out of or related to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitrator appointed by the Webfriesin jurisdiction of Delhi, India, in accordance with the Arbitration and Conciliation Act, 1996.
INDEPENDENT CONTRACTOR STATUS: – Client and Webfries agree that Webfries shall perform its duties under this Agreement as an independent contractor.
ENTIRE AGREEMENT: – This Agreement and all exhibits and schedules set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements (Other than Non-Disclosure Agreements signed directly with the client), representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. In case of Client seeking additional services from Webfries, this Agreement would stand valid unless a new agreement is signed on.
SEVERABILITY: – In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.