Parties to the Agreement:This Terms and Conditions document (“Agreement”) constitutes a legally binding contract between WebMark Digital, a company incorporated under the laws of India, having its principal place of business in New Delhi, India (hereinafter referred to as the “Company,” “Service Provider,” “We,” “Our,” or “Us”), and any natural person, legal entity, or organization that purchases, subscribes to, or otherwise uses the Company’s services (hereinafter referred to as the “Client,” “Customer,” “You,” or “Your”).
Nature of Agreement:This Agreement governs the provision of web development, web design, e-commerce solutions, hosting, digital marketing, search engine optimization (SEO), content management, and all other related services offered by WebMark Digital. By using Our services, You expressly acknowledge that You have read, understood, and agreed to be bound by this Agreement in its entirety. If You do not agree with any provision contained herein, You must not engage Our services.
Definitions. For the purposes of this Agreement, the following terms shall have the meanings assigned below:
“Services” means any and all web development, e-commerce solutions, digital marketing, hosting, consulting, design, maintenance, and related services provided by WebMark Digital.
“Deliverables” refers to the specific products, websites, applications, or digital assets developed, customized, or delivered by the Company to the Client.
“Intellectual Property” shall mean all proprietary rights, copyrights, trademarks, patents, trade secrets, know-how, source code, object code, documentation, content, and all derivative works thereof.
“Effective Date” means the date on which the Client formally accepts the Agreement by signing a proposal, issuing a purchase order, paying an invoice, or otherwise indicating consent.
“Confidential Information” shall mean all information disclosed by one party to the other, whether written, oral, electronic, or in any other form, that is marked confidential or would reasonably
be understood to be confidential given the circumstances.
“Third-Party Services” means software, plugins, APIs, hosting solutions, or any technology not owned or developed by the Company but integrated or used in connection with the Services.
Binding Nature:By engaging WebMark Digital for Services, the Client acknowledges and agrees that this Agreement forms a binding legal contract. The Client further acknowledges that no other terms or conditions, whether verbal or written, shall be applicable unless expressly accepted in writing by the Company.
Capacity and Authority:The Client represents and warrants that it has the full legal capacity and authority to enter into this Agreement, and if acting on behalf of a corporation, partnership, or other entity, that such authority has been duly conferred.
Modification of Terms:WebMark Digital reserves the unilateral right to modify, amend, update, or revise this Agreement at any time without prior notice. Any such modification shall become effective immediately upon publication on the Company’s official website. Continued use of Services after such modification constitutes acceptance of the updated Agreement.
Entire Agreement:This Agreement supersedes all prior proposals, understandings, representations, or contracts, whether written or oral, concerning the Services. The Client expressly agrees that reliance upon any statements not contained herein shall not give rise to any rights or obligations.
Description of Services:WebMark Digital shall provide professional web development and digital solutions which may include, but are not limited to, website design, custom coding, e-commerce platforms, hosting, application development, SEO optimization, social media integration, and ongoing support.
Exclusions:Unless explicitly stated in a written proposal or service agreement, the Services shall not include domain registration, third-party hosting accounts, licensed third-party software, or any form of offline consultancy. Any such services may be provided at the sole discretion of the Company subject to additional fees.
Delivery of Services:The Company will make reasonable efforts to deliver Services in accordance with timelines agreed in writing. However, the Client acknowledges that timelines are indicative and may be subject to change due to unforeseen technical, operational, or client-related delays. The Company shall not be held liable for any damages arising from delay unless expressly guaranteed in writing.
Client Cooperation:The Client agrees to provide all necessary information, approvals, feedback, and cooperation reasonably required by the Company to perform the Services. Failure to do so may result in delay, additional charges, or termination of Services.
Third-Party Dependencies:Where Services depend upon third-party technologies, APIs, hosting providers, or external integrations, the Company does not guarantee uninterrupted functionality. The Client acknowledges that such third-party systems are outside the Company’s control and that liability for downtime, malfunction, or unavailability shall not rest with WebMark Digital.
Account Setup:Where applicable, the Client’s account shall be created only upon full payment or advance deposit as agreed in the applicable invoice or proposal. The Company reserves the right to verify Client details prior to activation.
Accuracy of Information:The Client warrants that all information provided for account creation, billing, and correspondence shall be true, accurate, current, and complete. The Client must promptly notify the Company of any changes to such information. Failure to maintain updated records may result in suspension or termination of Services.
Security of Credentials:The Client is solely responsible for maintaining the confidentiality of login credentials, passwords, and access codes provided in connection with the Services. The Company shall not be liable for unauthorized access, loss of data, or misuse resulting from compromised credentials.
Prohibited Use:The Client shall not use the Services in any manner that:
(a) violates applicable law or regulation;
(b) infringes upon third-party rights;
(c) distributes spam, malware, or harmful content;
(d) promotes illegal activities, pornography, gambling, or defamatory material;
(e) disrupts network operations, servers, or related infrastructure.
Client Responsibility for Content:The Client is solely responsible for all content uploaded, published, or distributed through the Services. WebMark Digital shall not be held liable for any copyright infringement, trademark violation, defamation, or other unlawful activity arising from such content.
Payment Terms:All payments shall be made in accordance with the pricing agreed in the official proposal, purchase order, or invoice issued by the Company. Payment shall be due upon receipt of invoice unless otherwise specified in writing.
Currency:All payments shall be made in Indian Rupees (INR) unless otherwise agreed in writing. Payments in foreign currency shall be subject to applicable conversion rates and bank charges.
Advance Deposits:The Company may require an advance payment, deposit, or retainer before commencing Services. Such deposits are non-refundable and non-transferable.
Pricing Changes:WebMark Digital reserves the right to revise pricing for any Services at any time without prior notice. Revised pricing shall apply only to new projects or renewals. Existing contracts signed before a pricing change shall continue at the previously agreed rates.
Late Payments:
(a) Accounts overdue by more than seven (7) days shall be subject to suspension of technical support.
(b) Accounts overdue by more than fourteen (14) days may result in suspension of Services including websites, hosting, and email access.
(c) Accounts overdue by more than thirty (30) days shall result in termination and permanent deletion of data.
(d) A reactivation fee of INR 5,000 shall apply to restore cancelled accounts.
Refund Policy.
All payments are final and non-refundable. WebMark Digital maintains a strict no-refund policy for all Services, whether partially completed, cancelled, or terminated due to Client default. Client’s dissatisfaction with subjective elements (such as design preferences) shall not constitute grounds for a refund.
Chargebacks:In the event of a chargeback or reversal of payment initiated by the Client without prior written notice to the Company, the Client’s account shall be immediately terminated, and all Services, websites, and data shall be permanently deleted without liability.
Ownership of Source Code and Technology:Unless otherwise expressly agreed in a written and duly executed “Work for Hire” agreement, all source code, object code, scripts, proprietary modules, frameworks, and development tools created by WebMark Digital in the course of providing Services shall remain the sole and exclusive property of the Company. The Client acknowledges that it shall receive a limited, non-transferable, non-exclusive license to use such code solely for the purposes of operating the Deliverables.
Client Content:The Client shall retain ownership of all text, graphics, images, audio-visual material, data, trademarks, service marks, and logos supplied to WebMark Digital for incorporation into the Deliverables. The Client represents and warrants that such content does not infringe upon third-party rights and agrees to indemnify and hold harmless WebMark Digital against any claims arising from its use.
Deliverables:Upon completion and full payment, WebMark Digital shall deliver the finished website, application, or digital product in executable form. The Client shall obtain ownership rights only to the final HTML, CSS, JavaScript, and design elements expressly transferred in writing. No rights to underlying source code, databases, proprietary frameworks, or back-end administrative systems shall pass to the Client unless expressly agreed.
Third-Party Materials:Any third-party software, plugins, APIs, or tools integrated into the Deliverables remain subject to the licensing terms of their respective owners. The Client shall be solely responsible for compliance with such licenses and for renewing, maintaining, or purchasing additional licenses as may be required.
Trademarks and Branding:All trademarks, logos, and brand identifiers of WebMark Digital shall remain the sole property of the Company. The Client shall not remove, obscure, or alter any “Powered by WebMark Digital” or equivalent notices without prior written consent.
Prohibition on Reverse Engineering:The Client shall not attempt to copy, modify, decompile, disassemble, or reverse-engineer any proprietary code, framework, or system developed by WebMark Digital. Any such attempt shall constitute a material breach of this Agreement and entitle the Company to seek injunctive relief in addition to damages.
Confidential Information:Both parties agree to maintain strict confidentiality of all proprietary, business, technical, or financial information disclosed during the course of this Agreement. Neither party shall disclose such information to any third party without prior written consent, except as required by law.
Exclusions:Confidential Information shall not include information which:
(a) is or becomes publicly known through no fault of the receiving party;
(b) is already in lawful possession of the receiving party prior to disclosure;
(c) is lawfully disclosed by a third party without restriction; or
(d) is independently developed without reference to the disclosing party’s information.
Data Privacy:WebMark Digital shall implement commercially reasonable measures to safeguard Client data against unauthorized access, alteration, or disclosure. However, the Client acknowledges that no system can guarantee absolute security. The Company shall not be held liable for breaches caused by third-party hacking, phishing, malware, or other cyberattacks beyond its control.
Client Data Responsibilities:The Client is solely responsible for ensuring that its use of Services complies with applicable data protection and privacy laws, including but not limited to the Information Technology Act, 2000 (India), and the General Data Protection Regulation (GDPR) where applicable.
Compelled Disclosure:In the event that WebMark Digital is compelled by law, regulation, or court order to disclose Confidential Information, the Company shall provide prompt notice to the Client to enable the Client to seek protective measures, unless prohibited by law.
Illegal Activities:The Client shall not use WebMark Digital’s Services to host, distribute, or promote any material that violates applicable laws, including but not limited to: hacking tools, phishing scams, money laundering, terrorism-related content, narcotics, human trafficking, or any other unlawful activity.
Infringing Content:The Client shall not upload, publish, or distribute any content that infringes intellectual property rights, including unauthorized use of copyrighted material, trademarks, patents, or trade secrets.
Offensive Material:The Client shall not use Services to disseminate content that is defamatory, obscene, pornographic, abusive, hateful, discriminatory, or otherwise objectionable at the sole discretion of WebMark Digital.
Spam and Unsolicited Communications:The Client shall not use the Services to transmit bulk, unsolicited commercial email (“spam”) or to host websites primarily intended for spam-related activities. Violation of this policy may result in immediate termination of Services and an administrative penalty not less than INR 5,000 per violation.
System Abuse:The Client shall not use any script, program, or automated tool that consumes excessive system resources, interferes with network stability, or degrades the performance of servers operated by WebMark Digital.
Reseller Responsibility:Where Services are resold or sublicensed by the Client to third parties, the Client shall ensure that such third parties comply with all provisions of this Agreement. The Client shall remain fully responsible for any breach committed by its resellers, affiliates, or end-users.
Exclusion of Damages:To the fullest extent permitted by law, WebMark Digital shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, loss of data, business interruption, reputational harm, or cost of substitute services, even if the Company has been advised of the possibility of such damages.
Maximum Liability:In no event shall WebMark Digital’s aggregate liability arising under this Agreement exceed the total amount actually paid by the Client to the Company for Services in the six (6) months immediately preceding the claim.
No Liability for Third Parties:WebMark Digital shall not be responsible for any delays, downtime, or damages arising from third-party hosting providers, domain registrars, plugin developers, or external APIs integrated into the Deliverables.
Force Majeure:The Company shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labor disputes, power outages, or governmental restrictions.
Acknowledgment of Risk:The Client acknowledges that all online systems are inherently subject to risk, including but not limited to hacking, malware, denial-of-service attacks, and technical malfunctions. The Client assumes full responsibility for such risks in connection with the use of Services.
Service Availability:WebMark Digital shall make commercially reasonable efforts to ensure that hosted websites and applications remain available 99% of the time, excluding scheduled maintenance, force majeure events, or failures beyond the Company’s control.
Maintenance and Downtime:The Company reserves the right to schedule maintenance, upgrades, or server reconfigurations. Where feasible, prior notice shall be provided to the Client. Emergency maintenance may be conducted without prior notice if required to protect network integrity.
Warranty Disclaimer:Except as expressly stated in this Agreement, WebMark Digital disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted service.
Third-Party Services Warranty:Any warranties for third-party services, plugins, or software are limited solely to those provided by their respective vendors. WebMark Digital does not warrant compatibility or continued availability of third-party integrations.
Support Services:Support shall be provided via email or ticketing system within standard business hours (Monday–Saturday, 10:00 AM to 6:00 PM IST). Response times may vary depending on the nature and severity of the issue. Priority support or extended coverage may be purchased under a separate agreement.
Exclusions from Warranty.
The following are expressly excluded from warranty coverage:
(a) modifications made by the Client or unauthorized third parties;
(b) issues arising from incompatible third-party software;
(c) misuse, negligence, or breach of this Agreement by the Client;
(d) downtime caused by internet service providers, domain registrars, or external hosting providers.
Termination by the Company:WebMark Digital reserves the right to suspend or terminate Services immediately, without refund, if the Client:
(a) fails to make timely payment;
(b) engages in prohibited or unlawful activities;
(c) violates intellectual property rights or licensing conditions;
(d) attempts to disrupt or interfere with Company systems or networks; or
(e) breaches any provision of this Agreement.
Termination by the Client:The Client may terminate Services at any time by providing written notice to WebMark Digital. However, no refund of fees shall be made for early termination, except where otherwise expressly agreed in writing.
Effect of Termination:Upon termination of Services:
(a) all outstanding fees become immediately due and payable;
(b) WebMark Digital shall cease provision of Services and disable access to Deliverables;
(c) any Client data or content hosted by WebMark Digital may be permanently deleted after thirty (30) days; and
(d) the Client’s limited license to use WebMark Digital’s intellectual property shall automatically terminate.
Suspension of Services:Without terminating this Agreement, WebMark Digital may temporarily suspend Services where the Client’s conduct threatens the integrity, security, or reputation of the Company’s systems, networks, or business.
Survival of Provisions:The following provisions shall survive termination: Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution.
Client’s Indemnification Obligation:The Client agrees to indemnify, defend, and hold harmless WebMark Digital, its officers, directors, employees, agents, and affiliates from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) Client’s breach of this Agreement;
(b) violation of intellectual property rights of third parties;
(c) publication, distribution, or hosting of infringing or unlawful content;
(d) misuse of Services, including spamming or system abuse; or
(e) failure to comply with applicable laws, regulations, or industry standards.
Company’s Indemnification Obligation:WebMark Digital agrees to indemnify the Client against claims arising solely from the Company’s willful misconduct or gross negligence in the performance of Services.
Indemnification Procedure:The indemnified party shall promptly notify the indemnifying party of any claim. The indemnifying party shall assume control of the defense and settlement of the claim, provided such settlement does not impose financial or injunctive obligations upon the indemnified party without its prior written consent.
Good Faith Negotiation:The parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through negotiation between senior executives of the parties.
Mediation:If the dispute is not resolved within thirty (30) days of written notice, the parties agree to attempt resolution through mediation conducted by a neutral mediator in New Delhi, India, under the applicable mediation rules then in effect.
Arbitration:If mediation fails, the dispute shall be finally resolved through binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted by a single arbitrator appointed jointly by the parties, or if no agreement is reached, by the High Court of Delhi. The arbitration proceedings shall be conducted in English, and the seat of arbitration shall be New Delhi, India.
Interim Relief:Nothing in this Agreement shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction in order to protect its intellectual property or confidential information.
Time Limit for Claims:Any claim or cause of action arising under this Agreement must be brought within one (1) year after the cause of action accrues, or such claim shall be barred.
Applicable Law:This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to its conflict of law principles.
Jurisdiction:Subject to the arbitration clause above, the courts located in New Delhi, India, shall have exclusive jurisdiction over any dispute, claim, or proceeding arising under or in connection with this Agreement.
Waiver of Other Jurisdictions:The Client hereby irrevocably waives any objection to venue or forum non conveniens and agrees not to bring any action or proceeding in any jurisdiction other than New Delhi, India.
Entire Agreement:This Agreement constitutes the entire agreement between WebMark Digital and the Client with respect to the subject matter herein and supersedes all prior proposals, communications, or understandings, whether oral or written.
Amendments:WebMark Digital reserves the right to modify or amend these Terms & Conditions at any time by publishing an updated version on its official website. Continued use of Services following such updates constitutes acceptance of the revised Agreement.
Assignment:The Client may not assign or transfer this Agreement without prior written consent from WebMark Digital. The Company may assign or subcontract its rights and obligations under this Agreement without restriction.
Severability:If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver:The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Notices:All notices required under this Agreement shall be in writing and delivered by email or registered post to the addresses specified in the Client’s service agreement or to such other address as either party may designate in writing.
Relationship of the Parties:Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between WebMark Digital and the Client. The Client acknowledges that it is an independent entity and shall not represent itself otherwise.
Third-Party Rights:This Agreement does not create any rights or benefits enforceable by any third party not a party to this Agreement.
Headings:Headings and titles in this Agreement are for reference only and shall not affect its interpretation.
Language:This Agreement shall be executed and interpreted exclusively in the English language. In the event of translation into another language, the English version shall prevail.
No Refund Policy:All fees paid to WebMark Digital are strictly non-refundable, unless otherwise expressly stated in a separate written agreement signed by an authorized representative of the Company.
Advance Payments:Services may require advance payment, partial deposits, or milestone-based payments. The Client acknowledges that failure to make timely payments shall entitle WebMark Digital to suspend or terminate Services immediately.
Disputed Charges:In the event of a billing dispute, the Client must notify WebMark Digital in writing within seven (7) days of receipt of the invoice. Failure to raise objections within this period shall constitute acceptance of the invoice.
Chargebacks:Any chargeback or reversal of payment initiated by the Client without prior written notice and a good-faith attempt at resolution shall be deemed a material breach of this Agreement. In such case, WebMark Digital reserves the right to:
(a) immediately terminate all Services;
(b) pursue recovery of the outstanding amount;
(c) impose an administrative fee of INR 10,000 (Ten Thousand Rupees); and
(d) seek legal remedies including costs of collection and attorney’s fees.
Taxes and Levies:All fees are exclusive of applicable taxes, duties, or levies. The Client agrees to bear and pay all such taxes as required under the applicable law of India.
Hosting Services:Where hosting is provided by WebMark Digital, it is offered as a complimentary service unless otherwise specified. The Client acknowledges that hosting is provided “as is” and that uptime, speed, and availability are not guaranteed beyond standard industry practices.
Domain Registration:Domains registered by WebMark Digital on behalf of the Client remain under the administrative control of the Company until the Client has fully paid all outstanding dues. Upon full settlement, WebMark Digital shall release domain credentials to the Client, subject to written acknowledgment of transfer of liability.
Use Restrictions:The Client may not install or attempt to install unauthorized third-party software, CMS platforms, or plugins (including WordPress, Joomla, Drupal, Shopify, or Magento) on WebMark Digital’s servers unless expressly authorized.
Data Security and Backup:WebMark Digital may provide periodic backups for disaster recovery purposes. However, responsibility for maintaining independent backups of website files, emails, and databases rests solely with the Client. The Company shall not be liable for data loss under any circumstances.
Termination of Hosting:Hosting accounts may be suspended or terminated if the Client:
(a) exceeds fair usage limits of resources;
(b) hosts illegal, harmful, or adult content;
(c) engages in spamming or mass-mailing; or
(d) violates applicable laws or third-party rights.
Right to Modify:WebMark Digital reserves the right, at its sole discretion, to modify, suspend, or discontinue any Service (in whole or in part) at any time, with or without prior notice, provided such modification does not materially reduce the core Services already paid for.
Service Upgrades:The Company may implement upgrades, patches, or improvements to enhance security, performance, or functionality. The Client agrees that such changes may be deployed without prior approval.
Price Changes:The Company reserves the right to revise pricing for new Services or renewals. Any price increase shall not affect contracts already executed and paid for, unless otherwise stated.
Third-Party Tools:Certain Services may require integration with third-party APIs, plugins, or platforms. The Client acknowledges that WebMark Digital is not responsible for disruptions, failures, or price changes imposed by such third parties.
No Warranty of Uninterrupted Service:WebMark Digital provides all Services “as is” and “as available” without warranties of any kind, express or implied. The Company does not warrant that Services will be uninterrupted, error-free, secure, or compatible with all systems or devices.
Exclusion of Implied Warranties:To the maximum extent permitted by law, all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement, are hereby disclaimed.
Client’s Responsibility.
(a) successful outcomes depend on Client’s cooperation, timely provision of information, and adherence to agreed timelines;
(b) the Company shall not be liable for errors or failures resulting from third-party tools, internet disruptions, or Client mismanagement; and
(c) digital marketing or SEO services cannot guarantee specific ranking, traffic, or sales outcomes, as such depend on third-party platforms and market conditions.
Limitation of Liability:To the fullest extent permitted by law, WebMark Digital shall not be liable for any indirect, incidental, special, or consequential damages, including lost profits, loss of data, or reputational harm, even if advised of the possibility thereof.
Definition:For purposes of this Agreement, “Force Majeure Event” means any event beyond the reasonable control of WebMark Digital, including but not limited to natural disasters, fire, flood, earthquake, war, terrorism, labor strikes, government restrictions, power outages, internet backbone failures, pandemics, or any event of similar nature.
Relief from Liability:Neither party shall be liable for any delay, failure, or interruption in performance arising from a Force Majeure Event, provided that the affected party:
(a) promptly notifies the other party of the event; and
(b) makes commercially reasonable efforts to mitigate its impact.
Suspension of Obligations:In the event of a Force Majeure Event, obligations of the affected party shall be suspended for the duration of the event. If such event continues for more than sixty (60) consecutive days, either party may terminate the Agreement without liability, except for outstanding payments owed.
Resumption of Services:Upon cessation of the Force Majeure Event, the affected party shall promptly resume performance of its obligations under this Agreement.
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