The following terms and conditions document is a legal agreement between Web Smile India hereafter “Web Smile India” and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
2. Acceptance of Work
Quotations are valid for 15 days from date of issue.
When the Client places an order to purchase a web site, business cards, templates, flyers, newsletters, seo, web site updates or other services from Web Smile India, the order represents an offer to Web Smile India which is accepted by Web Smile India only when an invoice is sent to the Client. No contract for the supply of services exists between Client and Web Smile India until Web Smile India sends an invoice to the Client for payment. The invoice equals acceptance by Web Smile India (or third party supplier) of Clients offer to purchase services from Web Smile India and this acceptance of work is a valid contract between Client and Web Smile India regardless of whether Client receives the invoice.
Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.
Web Smile India reserves the right to withdraw from the contract at any time.
3. Permission and Copyright
All pages, images, text and code on Web Smile India’s web site at https://www.websmileindia.com/ is copyrighted material.
Client and any visitors to the Web Smile India’s web site at https://www.websmileindia.com/ may not use any of the pages, images, text or code on the web site for use on Client’s or visitors own web site or to create a web site, templates without prior written permission from Web Smile India.
Copyright of the completed web designs, images, pages, code and source files created by Web Smile India for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the Web Smile India.
Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the Web Smile India.
Client hereby agrees that all media and content made available to Web Smile India for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend Web Smile India from any claim or suit that may arise as a result of using the supplied media and content.
Client agrees that Web Smile India includes development credits (located in the footer or copyright area of the designed website) and links within any code Web Smile India designs, builds or amends. Client is not permitted to remove development credits unless agreed to in a separate contract.
Client agrees that Web Smile India reserves the right to include any work done for the Client in a portfolio of work.
Web Smile India reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at Web Smile India own discretion. Web Smile India reserves the right to refuse to sell design or code to those thought or known as competitors of Web Smile India. Web Smile India reserves the right to refuse sale for orders from suspect payment or address details or other reason at Web Smile India own discretion. Web Smile India reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
5. Domain Names and Hosting
Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Web Smile India from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.
All alterations for web site design, development and SEO projects are to be requested in writing either by email or postal mail by the Client. After the specified allowed hours of alterations have been completed, Web Smile India reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. Web Smile India reserves the right to request payment be received for further alterations before continuing work.
Upon completion of a design, the website will go live on their specified domain name and once “live”, the Client agrees that any further design alterations are chargeable at a rate of 1500 Rs per hour.
Client agrees to provide any or all required information and content to Web Smile India in good time to enable Web Smile India to complete a design, SEO or web site work as part of an agreed project. Client also agrees that should they not provide all content in this 20 day period from the initial date of the first invoice, Web Smile India reserves the right without notice to cancel, reject, refuse sale to or work with a Client should they not adhere to this. There will be no refunds issued whatsoever once the project has commenced.
Web stores and or ecommerce sites require all of the images / content to be integrated into the site and must be provided before the project commences. If images / content is not forthcoming promptly then once the site structure is built, the images / content to hand will be used. Additional images / content that the client wants included after the framework has been built will be charged at a rate of Rs. 1500 per hour.
Client agrees that a HTML/PHP page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. Web Smile India agrees to try and match the design as closely as is possible when building the code.
Web Smile India endeavours to create pages that are search engine friendly, however, Web Smile India gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall Web Smile India be held liable for any changes in search engine rankings as a result of using Web Smile India code.
If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that Web Smile India can apply a nearest available alternative solution.
After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then Web Smile India reserves the right to quote for work to repair the web site.
Web Smile India reserves the right to assign subcontractors in whole or as part of a project if needed.
Web Smile India agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.
All communications between Web Smile India and Client shall be by telephone, email, Skype or postal mail, except where agreed at Web Smile India’s discretion.
7. Web Browsers
Web Smile India shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer, Google Chrome and Mozilla Firefox latest releases. Client agrees that Web Smile India cannot guarantee correct functionality with all browser software across different operating systems.
Clients agree that after handover of files any updated software versions of the main browsers Internet Explorer, Google Chrome and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, Web Smile India reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes.
8. Payment Terms
All prices quoted are prior to GST charges.
All invoices must be paid in full within 5 days of the invoice date and Web Smile India will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at Web Smile India discretion.
Additional work requested by the Client which is not specified in the agreed quotation is subject to a separate quotation and Web Smile India reserves the right whether to quote or accept additional work. If additional work is accepted by Web Smile India it may affect timescale and overall delivery time of the project.
The Client can choose either to pay the full cost in one payment or split the cost into 2-3 payments to be agreed with the Web Smile India. All payments are non refundable and should the cost be split into 2 payments then the first half of the payment is to be received before work commences, and the second payment to be received towards the end of work and before handover of finished files. If the cost be split into 3 payments then the first part of the payment is to be received before work commences, Second part of the payment before final correction and the last payment to be received towards the end of work and before handover of finished files
Once an invoice is sent to the Client it must either be paid either by bank transfer, check made payable to “Web Smile India” and sent with proof of posting to the Web Smile India ’s mail id or main postal address, Cash, Email Money Transfer (EMT) or paid online with major credit card via Paypal secure online payment.
Web Smile India reserves the right to decline further work on a project if there are invoices outstanding with the Client or there have been issues in the past with said client.
A non-refundable payment of the deposit is considered to be acceptance of a mutual contract and acceptance of the Terms and Conditions as stated in this document.The remaining amount agreed to verbally and stated on the invoice, shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause “Approval of Work” and Clause “Rejected Work” hereof. Web Smile India reserves the right not to begin the Work until the said deposit has been paid in full.
- Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Web Smile India, in writing (email), of any unsatisfactory points within 7 days of receipt of such notification. Client is allowed to make 2 revisions after the initial presentation of word. Any of the Work, which has not been reported in writing to Web Smile India as unsatisfactory within the 7-day review period, will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balancing payment will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
- Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by Web Smile India to remedy any points reported by the Client as unsatisfactory, and WEB SMILE INDIA considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Web Smile India can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment. Web Smile India keeps the deposit amount in this event.
Client may request that the Web Smile India cancel a project in writing by email or postal mail to Web Smile India and the project is cancelled only if Web Smile India confirms work has not been started on the project. If Web Smile India has begun or completed the work and the Client no longer requires the files, but have agreed to the work, they are still obliged to pay Web Smile India for the work that has been carried out.
All invoices are submitted by email except where required otherwise by regulations or agreed at Web Smile India’s discretion.
Web Smile India reserves the right to remove it’s work, website and email functionality for Client from the Internet if payments are not received. Any applications or requests for services will be declined if payment cannot be successfully processed within 72 hours of the order.
If a client payment is overdue or service(s) have been suspended for non-payment (which includes SEO), we highly recommend that contact us and arrange to make a payment as soon as possible to bring your account back into credit. The quickest way to make a payment is by IMPS or paytm.
For overdue payments for services longer than 1 month (which includes SEO), Web Smile India will add a 5% late fee and Web Smile India WILL remove ALL client email and website functionality for that particular website. The client may then notice a sign on their website stating: “WEBSITE AND EMAILS SUSPENDED FOR NON-PAYMENT. Please contact the billing department at Web Smile India to arrange payment via credit card or EMT “. To bring the client account back in to good standing, the client will be required to make FULL payment within 3 days of this notification being placed on the client website and the client may be asked to find alternative SEO services, ftp, website and email hosting at this time, solely at Web Smile India discretion. Repeated failure by the client to pay for outstanding services in a timely fashion WILL result in Web Smile India informing the client that they need to find alternative SEO services, ftp, website and email hosting within 14 days as the website, emails, SEO and ftp access will be completely removed from Web Smile India server on the 15th day automatically. The client will be provided a backup copy of the website and database(s) (if any) in a zip file, ONLY once any outstanding amounts, which include the yearly conclusion of the SEO Contract(s) and any outstanding website updates, have been paid in full to Web Smile India.
Should a client provide a site for us to host, then they may be provided a backup copy of the website and database(s) (if any) in a zip file, ONLY once any outstanding amounts, which include the yearly conclusion of the SEO Contract and any outstanding website updates, have been paid in full to Web Smile India.
Service fees are due at the time of order or on the day of renewal. All fees must be paid in full.
Billing inquiries and disputes should be brought to Web Smile India’s attention within 6 days of the invoice date. Failure to do so will be deemed to be an admission that the invoice and charges are accurate.
If any charge back or charge dispute notices are received for your account, services provided to you may be immediately suspended pending investigation, and you will be subject to charge back service charges. Where applicable, Web Smile India reserves the right to put your domain name into “Registrar Hold” status and deny any transfer requests for that domain name until the charge back or dispute issue has been resolved.
Accounts will be suspended if its service renewal fees are not paid within 7 days of the due date. Accounts suspended in this manner can be re-activated (1 hour during normal working hours) upon payment of the Account Reactivation Fee (see below).
Web Smile India reserves the right to modify service fees and rates, effective upon posting on the Web Smile India website or on this Agreement. Current service charges include the following (non-exclusive list):
- Account Reactivation Fee: 1500 Rs
- Chargeback Service Charge: 1500 Rs
- Reactivation Fee (TOS Violation): 1500 Rs
- Refund Processing Fee: 1500 Rs
9. Liability and Warranty Disclaimer
Web Smile India provides their web site and the contents thereof on an “as is” basis and makes no warranties with regard to the site and it’s contents, or fitness of services offered for a particular purpose. Web Smile India cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
Web Smile India endeavors to provide a web site within given delivery time scales to the best of it’s ability. However, the Client agrees that Web Smile India is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees Web Smile India is not liable for absence of service as a result of illness or holiday.
The Client agrees Web Smile India is not liable for any failure to carry out services for reasons beyond it’s control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
Web Smile India is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of files from Web Smile India to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, Web Smile India cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the Web Smile India has created and the main browsers Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then Web Smile India can correct these errors for the Client at it’s own discretion.
If after handover of files errors are found in code the Web Smile India has created and the main browsers Internet Explorer and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, Web Smile India can correct errors for the Client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Web Smile India reserves the right to cancel forthwith any projects and invoice Client for any work completed.
Web Smile India shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages, email, SEO or web site, even if Web Smile India has been advised of the possibility of such damages.
There are sometimes laws / taxes / shipping issues which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Web Smile India and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.
Web Smile India reserves the right to quote for any updates as separate work. Client agrees Web Smile India is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold Web Smile India harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
Client agrees to use all Web Smile India services and facilities at their own risk and agree to defend, indemnify, save and hold Web Smile India harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against Web Smile India or it’s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.
Client also agrees to defend, indemnify and hold harmless Web Smile India against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.
Web Smile India and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Web Smile India to another party.
In projects Web Smile India and any third party associates shall use information provided by a Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1:) to identify the Client in communications with them and 2:) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
Web Smile India reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. Web Smile India shall be the sole arbiter in deciding what constitutes a breach. All payments are non refundable.
This agreement shall be governed by the laws of India which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Any and all matters pursuant to this agreement are governed by Indian Law and are under exclusive jurisdiction of the Indian Courts.
Web Smile India reserves the right to alter these Terms and Conditions at any time without prior notice.
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.