Terms and Conditions
Madaan Web Devs
Effective Date: October 26, 2023
1. Definitions and Interpretation
1.1 “Deliverables” means the final products, files and materials provided by the Company to the Client under an engagement.
1.2 “Services” means the professional services described in the applicable Statement of Work, proposal or engagement letter, including without limitation web design, web development and CRM setup. madaanwebdevs.com
2. Engagement and Scope
2.1 The scope, specifications, milestones, deliverables, schedule and fees for each engagement will be set forth in a separate written agreement, proposal or Statement of Work (“SOW”) executed by both parties.
2.2 Any services outside the scope of the applicable SOW will be considered additional services and will be subject to additional fees and timeline adjustments.
3. Fees, Invoicing and Payment
3.1 Fees and payment schedules shall be as set forth in the SOW. Unless otherwise stated, invoices are due within the period specified in the SOW.
3.2 The Company may require an initial deposit prior to commencement. Final deliverables will be provided only after receipt of all amounts due.
3.3 Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law, and may give rise to suspension of services or withholding of deliverables.
4. Client Obligations
4.1 The Client shall provide timely access to required materials, approvals, feedback, credentials and any third-party services or information necessary for the Company to perform the Services.
4.2 The Client warrants that any materials it supplies do not infringe third-party rights and are accurate and complete.
5. Intellectual Property
5.1 Subject to full payment of all amounts due, the Company assigns to the Client ownership of the final Deliverables expressly identified in the SOW. Until full payment is received, the Company retains title and ownership of all such Deliverables.
5.2 The Company retains all rights, title and interest in and to any pre-existing materials, tools, templates, code libraries, know-how, methodology and other intellectual property used or developed by the Company in the course of providing the Services (“Company IP”). The Company grants the Client a non-exclusive, non-transferable license to use Company IP incorporated in the Deliverables solely for the Client’s internal business purposes, unless otherwise agreed in writing.
5.3 The Company may incorporate third-party materials subject to the applicable third-party license terms. The Client is responsible for any third-party license fees required for continued use.
6. Portfolio and Marketing Rights
Unless the Client expressly objects in writing prior to delivery, the Company may publicly display the Deliverables, case studies and non-confidential project information in its portfolio, marketing materials and on its website. madaanwebdevs.com
7. Confidentiality
Each party shall keep confidential all non-public information disclosed by the other party (“Confidential Information”) and shall not use or disclose such information except as necessary to perform under these Terms or as required by law. Confidential Information does not include information that is or becomes publicly available without breach of this clause.
8. Warranties and Disclaimers
8.1 The Company warrants that it will perform the Services with reasonable skill and care in accordance with generally accepted industry standards.
8.2 EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. Limitation of Liability
To the maximum extent permitted by applicable law, the Company’s aggregate liability arising out of or relating to these Terms or an engagement shall not exceed the total fees actually paid by the Client to the Company under the applicable SOW. In no event shall the Company be liable for indirect, incidental, special, punitive or consequential damages, including loss of profits or business interruption.
10. Indemnification
The Client shall indemnify, defend and hold harmless the Company and its officers, directors, agents and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Client’s breach of these Terms; (b) Client materials that infringe third-party rights; or (c) Client’s misuse of the Deliverables.
11. Termination
11.1 Either party may terminate an engagement for material breach if the breaching party fails to cure such breach within 30 days after written notice.
11.2 The Company may suspend services immediately upon non-payment.
11.3 Upon termination, the Client shall pay the Company for all work performed and costs incurred up to the effective date of termination. The Company will deliver any completed Deliverables upon receipt of all amounts due.
12. Force Majeure
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, strikes, governmental actions, or interruption of internet or telecommunications.
13. Data Protection and Privacy
The Company will process personal data only in accordance with its Privacy Policy and applicable data protection laws. The Client is responsible for ensuring it has lawful grounds for providing any personal data to the Company and for the rights of data subjects.
14. Notices
Notices must be given in writing and sent to the addresses set out in the SOW or to info@madaanwebdevs.com. Notices are effective upon receipt. (Contact information on the website may be used for service-related communications.) madaanwebdevs.com
15. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of India. The parties submit to the exclusive jurisdiction of the courts located in India for any dispute arising out of these Terms.
16. Entire Agreement; Amendments
These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior agreements. No amendment will be effective unless in writing and signed by both parties.
17. Severability; Waiver
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. Failure to enforce any provision shall not constitute a waiver.
18. Assignment
The Client may not assign its rights or obligations under these Terms without the Company’s prior written consent. The Company may assign these Terms in connection with a change of control or sale of substantially all of its assets.