Effective starting date: 1st January 2025
This Agreement is between Customer and WebBasics (Xynocast Consultancy Services private limited). “Customer” means the entity on behalf of which this agreement is accepted or, if that does not apply, the individual accepting this agreement. “WebBasics” or “Xynocast” means the entity that is supplying the services of consulting, web-development, SEO, site and server management & maintenance, domain management, hosting setup or managed hosting services.
If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that:(i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.
If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word “you” or “Customer” in this Agreement will refer to your employer or that entity.
By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of placing an Order, downloading Products, or by using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click “Agree” (or similar button or checkbox), download the Products, or use or access the Products.
By making any payments to WebBasics either via the WebBasics website or bank transfer using NEFT, IMPS, RTGS or SWIFT, you confirm you are bound by this Agreement.
These terms and conditions of sale of services or products shall apply to any and all offers, orders or contracts related to sale of products & services of any kind offered or supplied by WebBasics. These terms of this agreement specified below apply to all services under the WebBasics brand of Xynocast that includes, website consulting, WordPress website or web-application development, hosting or managed hosting services, site and server reliability engineering, site and server maintenance and management.
2.1. WebBasics agrees to provide the customer with specific services selected by the customer on the WebBasics website or the Scope of Services & work for the price quoted is agreed upon and accepted by the customer via email or by making an advance payment. These services may include, but are not limited to: (i) Business consulting to understand the need, (ii) WordPress website development, (iii) Web-application development, (iv) Search engine optimization, (v) Website analytics, (vi) Site and server reliability engineering, (vii) Hosting & managed hosting.
2.2. Scope of Services / Scope of Work: WebBasics will only be responsible to complete the tasks that are included in the package selected and paid for by the Customer. Any additional tasks or services will be chargeable as per WebBasics recent rate card or as specified by the WebBasics representative. The final list of tasks will be shared in a separate document or email or message with the heading “Scope of Work” or “Scope of Services” or “Task list” or “List of Tasks”.
3.1. Disclosure and Rights: Customer must ensure it has made all disclosures and obtained all rights and consents necessary for WebBasics to use Customer data and customer material to provide consultancy or web development or SEO services.
3.2. Intellectual Property rights: Clearly define Customer’s rights to use any third-party materials or intellectual property in connection with the Website.
3.3. Provide Necessary Information: Furnish WebBasics with all necessary information and materials related to the Project within the right timeframe, including but not limited to: (i) Content for the website (text, images, videos, logos), (ii) Domain name and hosting information (if applicable), (iii) Access to relevant accounts, (iv) Any specific requirements, preferences, or branding guidelines. Any delay in by the customer in sharing information will impact the project delivery timeline and budget.
3.4. Data Accuracy & Integrity: Ensure the accuracy and integrity of all data provided to WebBasics.
3.5. Legal Compliance: Ensure that all Content and activities related to the Website comply with all applicable laws, regulations, and industry standards.
3.6. Third Party Services: If Customer utilizes any third-party services (e.g., payment gateways, marketing platforms) in connection with the Website, Customer is responsible for ensuring compliance with all applicable terms and conditions of such third-party services.
3.7. User Data Privacy: f the project involves handling any personal data, include specific provisions regarding data privacy and compliance with relevant data protection laws (e.g., DPDPA, GDPR, CCPA).
4.1. Customer may choose to use third party code or products with the website. For all third party code or products or services the customer is responsible for ensuring compliance with all applicable terms and conditions.
4.2. If third party code, products or services are not open source, the customer is responsible for (i) Obtaining any necessary licenses or permissions for the use of such code, products or services, (ii) Addressing any licensing fees, royalties, or other costs associated with the use of such code, products or services, (iii) Resolving any issues or disputes arising from the use of such code.
4.3. WebBasics needs to be consulted before using any third party code, products or services and WebBasics reserves the right to deny the usage under the following conditions: (i) Compromise the security or stability of the Website, (ii) Interfere with the functionality of the Website or other Services, (iii) Violate any applicable laws, regulations, or industry standards.
4.4. Post denial of usage from WebBasics if the customer chooses to proceed with the usage of third party code, products or services, WebBasics is absolved of any responsibility & liability to maintain the site & server or complete the development activity.
4.5. If WebBasics team is using third-party code, products or services to complete the delivery of sold services, it is responsibility of WebBasics to ensure compliance with all applicable terms and conditions of the third party code, products or services.
5.1. Customer may initiate an order request by selecting a package and making a payment on the WebBasics website or via communication over email and WhatsApp followed by an initial payment using net banking, UPI, credit/debit card or online transaction.
5.2. Once an order request is received, WebBasics representative will communicate over call/email/message/WhatsApp to understand your business requirements and prepare the final Scope of service or scope of work. Once the scope of service or scope of work is approved by the customer, a payment request will be generated by the WebBasics team for the full amount or part of the amount of the project. This amount is referred to as the “Advance Payment”. On completion of this payment (Advance Payment) by the customer, WebBasics team will initiate the project within 4 working days.
5.3. No order is binding until WebBasics provides its acceptance. Do note, confirmation of receipt of payment alone will not be considered as acceptance of the order. Unless an email or pdf is over WhatsApp, clearly specifying that we accept the order and are initiating the project is sent to the customer email address or phone number.
5.4. No terms of any purchase order or other business form used by Customer will supersede, supplement, or otherwise apply to this Agreement or WebBasics.
5.5. Usual delivery process for website development has 4 stages, (i) SoS/ SoW finalization and order acceptance, (ii) First mock-up / design outline (here the key page is created and shared as reference and approval is taken on the design language, colour and fonts) (iii) Delivery of multiple pages/sections, (iv) Revisions & data entry by the customer followed by the closure of the project.
6.1. Minimum Payment (for website development): A “Minimum Payment,” as displayed on the WebBasics website, is required to initiate project discussions and prepare a customized Scope of Work (“SOW”). The Minimum Payment is typically 10% of the estimated project cost and is refundable within 7 business days of payment if the Client cancels the project before the SOW is finalized. If the Client proceeds with the project, the Minimum Payment will be deducted from the final invoice amount as per the agreed-upon SOW.
6.2. Full Payment (for pre-defined website packages): The term “Full Payment” as used in the WebBasics website. The Full Payment is refundable within 7 business days of payment if the Client cancels the project before any work commences. The Full Payment covers the services and features explicitly outlined in the selected package. Any additional services or features beyond the scope of the pre-defined package will incur additional charges. Once the Scope of service/ scope of work and the quote is shared, If the customer agrees to proceed with the project, this “Full Payment” will be adjusted with the final quote shared by WebBasics.
6.3. Advance Payment (post SoS/SoW): After the scope of services & scope of work is finalized and approved by both parties, an “Advance Payment” is required to commence the project. This advance payment will be shared as separate quote/proforma invoice/payment link or may be a part of the scope of services/scope of work document or message. This advance payment marks the initiation of the project and WebBasics teams initiates work with 4 working days of receiving this payment.
6.4. Pay as you go (valid for web development projects): WebBasics may offer a pay as you go model based on size and duration of the project. The number of payment tranches (typically 3-4) and their corresponding milestones are usually as follows: (i) Advance Payment: Due upon SOW approval. (ii) Design Approval: Due upon approval of the initial design concepts by presenting the primary page for approval of design language, colour, font and theme, (iii) First Draft Approval: Due upon delivery of the first draft of the website. (iv) Revision & Content support: Once the changes suggested by the customer are incorporated. This phase is valid only for finite number of revisions as finalized and limited by the scope of services/scope of work.
6.5. Pay as you go for SEO/Site engineering & reliability/Maintenance: For ongoing services like SEO, site engineering, and maintenance, WebBasics may offer subscription-based plans with monthly, quarterly, or annual billing cycles. The specific terms and conditions of each plan, including pricing and payment schedules, will be clearly outlined in the respective service descriptions.
6.6. Late payments: Late payments may be subject to interest charges or other penalties as outlined in the SOW or a separate payment schedule. Additionally late payments will also impact the delivery timeline.
6.7. Currency: All payments made by Indian organisations have to be in Indian Rupees (INR). For all foreign or non-India registered organisations payments have to be made in United States Dollar (USD).
6.8. Payment Methods: Payments may be made through the WebBasics website, payment link shared by the WebBasics team. Direct payments to bank account or UPI for Indian customers is approved only for amounts exceeding Rs. 20,000/- (INR) or otherwise approved by the WebBasics representative. For all non-Indian registered organisations payments may be made using Swift transfer or PayPal. Currently we do not support payment via crypto currencies such as Bitcoin, Ethereum or others.
6.9. Taxation: All organisations registered with govt. of India are liable to pay Goods and services tax (GST) at a rate prescribed for the type of service specified by the GST tribunal/Govt. of India.
6.10. Billing: All bills will be generated towards the organisation & organisations address specified by the customer or in case of individual will be generated towards the individuals name and the address specified at the time of purchase or client onboarding.
6.11. Invoices: WebBasics will share quotes/proforma invoices to the customers on or around the due date, and on receipt of payment to the bank accounts of WebBasics (Xynocast Consultancy Services Private Limited) the formal Tax Invoice/Invoice will be generated and shared.
7.1. Performance Warranties: WebBasics warrants to Customer that: (a) WebBasics team will behave in a professional manner and maintain a level of mutual respect, (b) WebBasics will be responsible for the committed deliverables as per the package, product or services being delivered once an order is accepted, (c) WebBasics will ensure delivery of the project within 1.5 times the targeted timeline provided no delay occurs from the customer in sharing information and decisions at necessary junctures, (d) WebBasics will initiate work within 4 working days of acceptance of an order by WebBasics team, (e) WebBasics will keep the customer informed about development progress on fortnightly basis, (f) In case of data breech or other security or risk related situations, WebBasics will immediately inform the customer via e-mail, WhatsApp or messaging.
7.2. Performance Warranty Remedy: If WebBasics breaches a performance warranty and the customer makes a reasonably detailed warranty claim within 15 days of discovering the issue, WebBasics will use reasonable efforts to correct the non-conformity. If WebBasics determines such remedy be impractical, either party may terminate the order or subscription term. WebBasics will refund to customer any pre-paid, unused fees for the terminated portion of the order or subscription.
7.3. Exclusions: The warranties in this section (WebBasics Warranties) do not apply to (a) the extend the issue or non-conformity is caused by customer’s unauthorized use or modification of product/service under delivery or delivered, (b) Issues that may occur during the development period and resolved by WebBasics, or (c) Third party code, products or services or any impact on the product/services by third party product or services implemented by the customer.
8.1. Term: This agreement commences on the date customer accepts it and expires when the order is delivered, closed or when all subscription terms have ended.
8.2. Termination for Convenience: Customer may terminate this agreement upon notice for any reason. Customer will not be entitled to any refunds as a result of exercising its right under this section, and any unpaid amounts for the then-current order or subscription term and related services period will become due and payable immediately upon such termination.
8.3. Termination for Cause: Either party may terminate this Agreement or a subscription term if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees), (b) Ceases operations without a successor, or (c) seeks protection under a bankruptcy, receivership, creditor’s arrangement or comparable proceeding. WebBasics will refund to customer any pre-paid, unused amount for the terminated portion of the agreement.
8.4. Effect of Termination: Upon expiration or termination of this agreement or subscription term: (a) Customer’s right to use the services or applicable products will cease, (b) Customer must immediately cease accessing the services or applicable products.
8.5. Survival: These sections survive expiration or termination of this agreement: (6.1) Minimum Payment, (6.2) Full Payment, (6.3) Advance Payment, (6.4 & 6.5) pay as you go, (6.6) Late Payment, (6.9) Taxation, (6.10) Billing, (6.11) Invoices, (8.4) Effect of Termination, (8.5) Survival, (9) Ownership & intellectual property rights, (11) Indemnification by WebBasics, (12) Confidentiality, (13) Non-Solicitation, (14) General terms & conditions and (17) Definitions.
9.1. WebDevelopment: The intellectual property of the website design, code and hosting information is owned by WebBasics team till all payment dues are cleared by the customer. This excludes the content present inside the website and any liability of plagiarism or copyright infringement.
9.2. Transfer of IP (for Web Development): On clearing all dues by the customer to WebBasics, the ownership of the website design, code and hosting information is transferred to the customer.
9.3. Except as expressly set out in this agreement, neither party grants the other any rights or licenses to its intellectual property under this agreement. As between the parties, customer owns all intellectual property and other rights Iin customer data and customer materials provided to WebBasics. WebBasics retail all intellectual property and other rights in the products, services and consultancy service deliverables related to source code, WebBasics technology, templates, formats and dashboards, including any modifications or improvements.
10.1. Damage Waiver: Neither Party shall be liable to the other for any indirect, punitive, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings, regardless of the form of action or the theory of recovery, even if it has been advised of the possibility of such damages.
10.2. General Liability Cap: Either party’s total liability under or in connection with this agreement, weather in tort or contract ( including for breach of warranty, negligence and strict liability in tort), will be limited to the the actual loss or direct damages incurred but which shall be limited to the value of the order executed between the parties.
10.3. Excluded Claims: “Excluded Claims” means (a) Customer’s breach of restrictions and (3) Customer Obligations, (b) Either party’s breach of section (12) Confidentiality but excluding claims relating to customer data or customer materials, or (c) amounts payable to third parties under WebBasics obligations in section (11) Indemnification.
Either party hereby undertakes to defend, indemnify, hold harmless the other from against any actual and direct losses, claims, damages and expenses that may arise in respect to the breach of any terms, obligations, representations and/or third-party claims under this agreement by such a party.
12.1. Definition. “Confidential Information” means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. WebBasics’s Confidential Information includes any source code and technical or performance information about the Products and services. Customer’s Confidential Information includes Customer Data and Customer Materials.
12.2. 16.2. Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for WebBasics, the subcontractors and affiliates, provided the receiving party remains responsible for their compliance with this Section (12) Confidentiality and they are bound to confidentiality obligations no less protective than this Section (12) Confidentiality.
12.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate: (a) is or becomes publicly available through no fault of the receiving party, (b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations, (c) it received from a third party without breach of confidentiality obligations, or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.
12.4. 6.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or anticipated breach of this Section (12) Confidentiality.
During the term and for a period of 1 year after the expiry or termination of this agreement, Customer shall not directly or indirectly, solicit the employment or contractual engagement of any officer or employee or contractor of WebBasics or its affiliates without WebBasics’s or prior written consent. Similarly, the customer shall not directly or indirectly induce or attempt to induce any employee, agent or contractor to leave the employment or engagement by WebBasics or e hire any such employee , contractor or in any business or capacity; or make any statement disparaging the WebBasics, any member, principal, officer, director, shareholder, employee or agent thereof, to any person, firm, corporation or other business organization whatsoever.
14.1. Compliance with Laws: Each party must comply with all Laws applicable to its business in its performance of obligations or exercise of rights under this Agreement.
14.2. Dispute Resolution: Any disputes arising out of or relating to this Agreement shall be resolved by mediation using lawyers. If the dispute is not resolved by negotiations or third party supported mediation within 60 days of the written notice of the dispute, either party may initiate legal proceedings to resolve the dispute in a court under the jurisdiction and governing law specified in this agreement.
14.3. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India.
14.4. Jurisdiction: The parties agree that the courts of Delhi or the courts of Guwahati, Assam in India shall have exclusive jurisdiction over any dispute arising out of this agreement.
14.5. Notices
a. Except as specified elsewhere in this agreement, notices under this agreement must be in writing and are deemed given on: (i) personal delivery, (ii) when received by the addressee if sent by a recognized overnight courier with receipt request, (iii) the third business day after mailing, or (iv) the first business day after sending by email, except that email will not be sufficient for notices regarding infringement claims, alleging breach of this agreement by WebBasics, or of Customer’s termination of this agreement in accordance with section (8.3) Termination by Cause.
b. Notices to Customer must be provided to the billing or technical contact provided to WebBasics, which may be updated by customer from time to time via email and agreed on confirmation of the same by WebBasics. However, WebBasics may provide general or operational notices via email, or its website.
14.6. Assignment:
a. Customer may not assign or transfer any of it’s rights or obligations under this agreement or an order without WebBasics prior written consent. However, customer may assign this agreement in its entirety (including all orders) to its successor resulting from a merger, acquisition or sale of all or substantially all of customer’s assets or voting securities, provided that customer provides WebBasics with prompt written notice of the assignment and the assignee agrees in writing to assume all of customer’s obligations under this agreement and complies with WebBasics procedural and documentation requirements to give effect to the assignment.
b. Any attempt by Customer to transfer or assign this Agreement or an Order, except as expressly authorized above, will be null and void.
c. Atlassian may assign its rights and obligations under this Agreement (in whole or in part) without Customer’s consent
14.7. Interpretations, Waivers and Severability: In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. Waivers must be granted in writing and signed by the waiving party’s authorized representative. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.
14.8. Changes to this Agreement: No amendment or change to any provision of this Agreement, nor consent to any departure by any Party from such provision, shall be effective unless it is made in writing and duly accepted by both the Parties. Any such amendment, change, or consent shall be effective only to the extent to or for which it may be made or given.
14.9. Force Majure: Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control and occurring without that party’s fault or negligence.
For purposes of this Agreement, the following terms shall have the following meanings:
15.1. Agreement: This document itself, outlining the terms and conditions governing the relationship between WebBasics (Xynocast Consultancy Services Private Limited) and the Customer.
15.2. WebBasics: Xynocast Consultancy Services Private Limited, the entity providing the services, including web development, SEO, consulting, and other services under the “WebBasics” brand.
15.3. Customer: The individual or entity (e.g., company, organization) that engages WebBasics for services and accepting this agreement.
15.4. Order: A specific request for services from the Customer, which may be initiated through the WebBasics website or other means of communication.
15.5. Scope of Service (SoS) /Scope of Work (SoW): A detailed document outlining the specific tasks, deliverables, timelines, and responsibilities for a particular project.
15.6. Customer Data: Any information provided by the Customer to WebBasics, including but not limited to website content, business information, and any other data relevant to the project.
15.7. Customer Materials: Any materials provided by the Customer to WebBasics, such as logos, images, and documents.
15.8. Confidential Information: Information disclosed by one party to the other that is designated as confidential or that, under the circumstances, should reasonably be considered confidential.
15.9. Intellectual Property Rights: All copyrights, trademarks, patents, trade secrets, and other intellectual property rights.
15.10. Minimum Payment: An initial payment required to initiate project discussions and prepare a customized SoW and generate finalized quote for the project.
15.11. Full Payment: The total payment required for pre-defined website packages.
15.12. Advance Payment: A payment made after the SOW is finalized to commence the project.
15.13. Pay-As-You-Go: A payment model where the project cost is divided into multiple installments based on project milestones.
15.14. SoS / SoW: Abbreviation for “Scope of Services & “Scope of Work.” Both these terms may be used interchangeably in this agreement as they mean the same.
15.15. PDPA, GDPR, CCPA: Data protection laws such as the Data Protection and Digital Privacy Act (in India), General Data Protection Regulation (in Europe), and California Consumer Privacy Act (in the US).
15.16. Website: The website that WebBasics develops or maintains for the Customer.
15.17. Hosting: The provision of server space and related services to host the Website.
15.18. Managed Hosting: A service where WebBasics takes responsibility for managing the server infrastructure and ensuring the website’s optimal performance and security.
15.19. Domain Name: The unique name that identifies the Website on the internet.
15.20. SEO: Search Engine Optimization, the process of improving the visibility and ranking of a website in search engine results pages (SERPs).
15.21. Website Analytics: The collection and analysis of data related to website traffic and user behaviour.
15.22. Site and Server Reliability Engineering: The process of ensuring the stability, performance, and security of the website and its underlying infrastructure.
15.23. Law: Any and all applicable federal, state, local, and foreign laws, rules, regulations, ordinances, and statutes.
15.24. Jurisdiction: The legal authority of a court to hear and decide a case.