1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your use of the website and services provided by Webority Technologies Private Limited ("Webority Technologies", "we", "us", or "our"). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

These Terms apply to all visitors, users, clients, and others who access or use our services, including but not limited to software development, web development, mobile application development, cloud services, digital marketing, and IT consulting services.

2. Services

Scope of Services: Webority Technologies provides professional technology services including:

• Custom Software Development
• Web Application Development
• Mobile Application Development (iOS, Android, Cross-platform)
• Cloud Services and Solutions (AWS, Azure, Google Cloud)
• Digital Marketing Services
• UI/UX Design Services
• IT Consulting and Strategy
• Maintenance and Support Services
• Quality Assurance and Testing
• DevOps and Infrastructure Services

Service Engagement: Specific terms for individual projects or services will be outlined in separate Service Agreements, Statements of Work (SOW), or Project Proposals. In case of conflict between these Terms and specific project agreements, the specific project agreements shall prevail.

Service Delivery: We strive to deliver all services professionally and in accordance with industry best practices. Timelines, deliverables, and milestones will be mutually agreed upon in writing before project commencement.

3. Intellectual Property Rights

Client Ownership: Upon full payment, clients shall own all rights, title, and interest in the custom deliverables specifically created for them, except for any pre-existing intellectual property or third-party components.

Webority Technologies Property: We retain all rights to:

• Pre-existing intellectual property, frameworks, and methodologies
• Generic code libraries, modules, and components
• Know-how, techniques, and expertise
• Any improvements or derivatives of our existing property
• Open-source components (subject to their respective licenses)

License Grant: We grant clients a perpetual, non-exclusive, worldwide license to use our pre-existing intellectual property and generic components solely as incorporated into their deliverables.

Third-Party Components: Some deliverables may include third-party software or components. Use of such components is subject to their respective license agreements, which the client agrees to comply with.

4. Payment Terms

Payment Schedule: Payment terms will be specified in the project agreement or invoice. Standard payment terms are:

• Fixed Price Projects: As per milestone schedule defined in the project agreement
• Time & Material Projects: Monthly invoicing based on actual hours worked
• Retainer Services: Monthly advance payment
• Support & Maintenance: Quarterly or annual advance payment

Payment Methods: We accept payments via bank transfer, wire transfer, and other methods as mutually agreed. All payments should be made in the currency specified in the invoice.

Late Payments: Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend services for overdue accounts.

Taxes: All fees are exclusive of taxes. Clients are responsible for all applicable taxes, including GST, VAT, sales tax, or other governmental charges, except for taxes based on our net income.

5. Confidentiality

Confidential Information: Both parties acknowledge that they may have access to confidential information of the other party. "Confidential Information" includes all non-public information disclosed by either party, including but not limited to:

• Business strategies and plans
• Technical data and source code
• Customer information and data
• Financial information
• Trade secrets and proprietary information

Obligations: Each party agrees to:

• Maintain the confidentiality of all Confidential Information
• Not disclose Confidential Information to third parties without written consent
• Use Confidential Information solely for the purpose of performing under these Terms
• Protect Confidential Information with the same degree of care used for its own confidential information

Duration: Confidentiality obligations shall survive termination of these Terms for a period of five (5) years, except for trade secrets, which shall remain confidential indefinitely.

6. Warranties and Representations

Our Warranties: We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary skills, experience, and qualifications to perform the services
• Deliverables will substantially conform to the agreed specifications
• We will comply with all applicable laws and regulations
• Deliverables will not infringe any third-party intellectual property rights to our knowledge

Warranty Period: We provide a warranty period of 90 days from delivery for bug fixes in custom developed software, provided that the issues are reported in writing during the warranty period and are reproducible in the original delivered environment.

Client Warranties: The client warrants that:

• They have the authority to enter into this agreement
• Any materials, content, or information provided to us do not infringe third-party rights
• They will provide timely feedback and approvals as required
• They will comply with all applicable laws in using our services

Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

Limitation: EXCEPT FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

Cap on Liability: The total liability of either party under these Terms shall not exceed the total fees paid or payable by the client for the specific services giving rise to the claim in the twelve (12) months preceding the claim.

Exceptions: The limitations above shall not apply to:

• Breaches of confidentiality obligations
• Intellectual property infringement claims
• Gross negligence or willful misconduct
• Death or personal injury caused by negligence

8. Indemnification

Mutual Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Breach of these Terms
• Violation of applicable laws or regulations
• Infringement of third-party intellectual property rights
• Gross negligence or willful misconduct

Procedure: The indemnified party shall promptly notify the indemnifying party of any claim, cooperate in the defense, and allow the indemnifying party to control the defense and settlement, provided that no settlement shall require admission of liability or payment by the indemnified party without its consent.

9. Term and Termination

Term: These Terms commence upon your acceptance and continue until terminated as provided herein. Specific project terms shall be defined in individual project agreements.

Termination for Convenience: Either party may terminate a project for convenience with 30 days written notice. In such cases, the client shall pay for all work performed and expenses incurred up to the termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent, bankrupt, or enters liquidation
• Engages in illegal or fraudulent activity

Effect of Termination: Upon termination:

• All outstanding fees become immediately due and payable
• Each party shall return or destroy the other party's Confidential Information
• We will provide the client with all completed work and work in progress
• Provisions that by their nature should survive shall remain in effect

10. Data Protection

Data Processing: We will process any personal data provided by or on behalf of the client in accordance with applicable data protection laws, including GDPR, CCPA, and India's data protection regulations.

Security Measures: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

Data Processing Agreement: Where we process personal data on behalf of the client, a separate Data Processing Agreement may be required to comply with applicable data protection laws.

11. Dispute Resolution

Negotiation: The parties shall first attempt to resolve any dispute through good faith negotiations between senior executives who have authority to settle the dispute.

Arbitration: If the dispute cannot be resolved through negotiation within 30 days, it shall be settled by binding arbitration in accordance with the Arbitration and Conciliation Act, 2015 of India. The arbitration shall be conducted in Gurugram, Haryana, India, in the English language.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The courts of Gurugram, Haryana shall have exclusive jurisdiction for any matters not subject to arbitration.

12. General Provisions

Entire Agreement: These Terms, together with any project-specific agreements, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings, and communications.

Amendments: We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our services after changes constitutes acceptance of the modified Terms.

Assignment: Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure: Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. No waiver shall constitute a waiver of any other provision or of the same provision on another occasion.

Notices: All notices shall be in writing and deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the addresses specified in the applicable project agreement or as updated by written notice.

Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

13. Acceptable Use Policy

Prohibited Uses: You agree not to use our services or deliverables to:

• Violate any applicable laws or regulations
• Infringe upon intellectual property rights of others
• Transmit malicious code, viruses, or harmful software
• Engage in unauthorized access or hacking attempts
• Distribute spam or unsolicited communications
• Engage in activities that could damage our reputation
• Resell or redistribute our services without authorization

Compliance: You are responsible for ensuring that your use of our services complies with all applicable laws, regulations, and third-party rights in your jurisdiction.

14. Communication Preferences

Business Communications: By engaging our services, you consent to receive communications related to your projects, including status updates, invoices, and important service notifications.

Marketing Communications: With your consent, we may send you information about our new services, industry insights, and promotional offers. You may opt out of marketing communications at any time.

Opt-Out Procedure: To opt out of marketing communications:

• Click the unsubscribe link in any marketing email
• Email us at [email protected]
• Send a written request to our registered office

15. Contact Information

If you have any questions about these Terms & Conditions, please contact us at:

Webority Technologies Private Limited
629-634, Vipul Trade Centre
Sector-48, Sohna Road
Gurugram, Haryana - 122018
India

Email: [email protected]
Phone: +91 95990 06518
Website: www.webority.com

Business Hours: Monday to Friday, 9:00 AM to 6:00 PM IST
We strive to respond to all inquiries within 1-2 business days.