1. Introduction

These Terms & Conditions govern your access to and use of the services, website, and digital offerings provided by WebFlexrr Labs. By using our services, you agree to comply with and be bound by these terms.

2. Definitions

For the purposes of these Terms and Conditions, the following definitions shall apply:

• "Client": Refers to any individual, company, startup, agency, or organization that enters into a formal or informal engagement with WebFlexrr Labs, either by purchasing services, entering into a service agreement, or initiating project collaboration.
• "Services": Refers to the comprehensive range of digital, technical, and consulting solutions provided by WebFlexrr Labs, which includes but is not limited to:
  • Web development (frontend and backend)
  • Custom software and application development
  • Backend development, including API integration, server logic, and database architecture
  • AI Automation & Chatbot Development
  • CRM (Customer Relationship Management) implementation and customization
  • MVP (Minimum Viable Product) strategy, prototyping, and deployment
  • UI/UX design, wireframing, and responsive landing pages
  • SEO (Search Engine Optimization) and digital marketing services
  • White-labeling services, allowing clients to resell solutions under their own branding
  • Technical sourcing and subcontracted delivery of client-specified solutions
  • Source code handover upon project completion, as agreed upon in the contract
  • Hosting, maintenance, performance optimization, and ongoing technical support
  • Tailored IT solutions to meet the unique needs of each Client

These definitions are intended to clarify the scope and terminology used throughout this document and shall be interpreted consistently.

3. Use of Services

By accessing or using any services provided by WebFlexrr Labs, you agree to do so responsibly and in compliance with all applicable laws, regulations, and contractual terms. You also agree not to misuse our services or assist others in engaging in any activity that:

• Interferes with the integrity or performance of our services, including attempting to disrupt servers, hosting environments, databases, or any part of our infrastructure.
• Attempts to gain unauthorized access to systems, networks, user accounts, proprietary data, or restricted resources through hacking, phishing, social engineering, or other illicit methods.
• Violates intellectual property rights, including copying, modifying, redistributing, or reverse engineering our source code, designs, content, or proprietary technologies without prior written permission.
• Engages in fraudulent, misleading, or deceptive behavior while using our services, including impersonating individuals, misrepresenting your identity or purpose, or submitting false project requirements.
• Introduces malware, viruses, or malicious scripts that may harm our systems or other users.
• Breaches contractually agreed-upon terms, including unauthorized resale of our white-labeled solutions or redistribution of source code outside agreed-upon license conditions.

Failure to comply with these terms may result in immediate termination of services, legal action, and notification to the appropriate authorities.

4. Client Responsibilities

To ensure smooth collaboration and successful project execution, the Client agrees to the following responsibilities:

• Provide Accurate and Timely Information: The Client must supply all necessary project-related materials, content, technical inputs, credentials, and feedback in a timely, truthful, and accurate manner. Delays caused by incomplete or incorrect information may impact timelines and deliverables.
• Maintain Ongoing Communication: The Client is expected to remain actively engaged throughout the project, responding to communications, participating in scheduled review meetings, and approving milestones to facilitate smooth workflow and decision-making.
• Adhere to Agreed Timelines: Both parties will mutually define project timelines and milestones. The Client agrees to cooperate in meeting these schedules by providing timely approvals and inputs, understanding that delays may result in rescheduling or reprioritization of work.
• Fulfill Payment Obligations: The Client agrees to make all payments as per the terms defined in the proposal or service agreement. Failure to meet payment deadlines may result in paused services, penalties, or eventual contract termination.
• Respect Scope and Boundaries: The Client agrees not to request additional work beyond the agreed scope without formal documentation (such as a change request or revised quote) and understands that such additions may incur extra costs and time.

5. Payment Terms

Currency and Method of Payment: All payments shall be made in the currency specified in the official proposal, invoice, or contract. Acceptable payment methods include bank transfers, UPI, online gateways, or any other mutually agreed-upon method.

Invoicing and Due Dates: Invoices will be issued based on the agreed milestones or service cycles. Payments are due within the specified period (typically 7 to 15 days) from the invoice date unless otherwise stated in writing.

Late Payments: Failure to pay on time may result in:

• A late fee or interest charge as permitted by applicable laws or outlined in the service agreement.
• Temporary suspension of services or withholding of deliverables until outstanding payments are cleared.

Taxes and Deductions: All applicable taxes, including GST and other statutory charges under Indian law, shall be borne by the Client. If the Client is required by law to withhold any taxes on payments, such deductions must be informed, and proof of remittance must be provided.

Non-Payment Consequences: Continued non-payment beyond the due period may lead to permanent service termination, contract cancellation, and potential legal recovery action.

6. Intellectual Property

• Ownership Prior to Payment: All intellectual property rights—including but not limited to code, designs, documentation, digital assets, strategies, or any other deliverables—remain the sole and exclusive property of WebFlexrr Labs until full and final payment for the project or service has been received.
• Transfer of Rights: Upon successful receipt of full payment, ownership of the finalized deliverables (as explicitly defined in the project scope) will be transferred to the Client, unless otherwise stated in writing. This transfer does not include pre-existing tools, frameworks, or third-party libraries used in the development process.
• Use Restrictions: Until ownership is officially transferred, the Client may not modify, resell, reproduce, or publicly display any part of the deliverables.
• WebFlexrr IP Retention: WebFlexrr Labs retains the right to reuse general skills, know-how, and non-client-specific components or techniques developed during the course of the project for future work, provided such reuse does not disclose confidential information or infringe on the Client’s proprietary rights.

7. Confidentiality

Both parties acknowledge that during the course of the engagement, they may be exposed to or have access to confidential or proprietary information, including but not limited to business plans, technical data, customer information, and other sensitive materials. Both parties agree to:

• Maintain Strict Confidentiality: The Client and WebFlexrr Labs shall not disclose, share, or use any confidential information for any purpose other than the completion of the agreed-upon services.
• Use of Information: Confidential information will only be used for the purpose of performing duties under this agreement and will not be exploited for personal or third-party gain.
• Duration of Confidentiality Obligation: This confidentiality obligation remains in effect during the term of the engagement and for a period of two (2) years following its termination or completion, unless otherwise agreed upon in writing.
• Exclusions: The confidentiality obligations do not apply to publicly available information, independently developed, or disclosed by the party entitled to disclose it without violation of this agreement.

8. Termination

WebFlexrr Labs reserves the right to terminate the provision of services immediately or with prior notice under the following circumstances:

• Violation of Terms: If the Client fails to comply with any material term or condition outlined in these Terms and Conditions, including but not limited to misuse of services, non-payment, or breach of confidentiality.
• Fraudulent Activity: If the Client is found to be engaging in fraudulent, illegal, or unethical activities, including but not limited to misrepresentation, misappropriation of services, or violation of applicable laws.
• Failure to Pay: If the Client fails to make timely payments after multiple reminders or notices, or fails to clear outstanding dues beyond a reasonable period as defined in the payment terms section.

In the event of termination, the Client will be responsible for all outstanding payments for services rendered up until the point of termination. WebFlexrr Labs may also suspend or withhold any deliverables or work-in-progress.

9. Liability Limitation

To the fullest extent permitted by applicable law, WebFlexrr Labs shall not be held liable for any of the following:

• Indirect or Consequential Losses: This includes, but is not limited to, loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings arising out of or related to the use of our services—even if advised of the possibility of such damages.
• Third-Party Tools and Platforms: WebFlexrr Labs makes use of third-party software, APIs, hosting providers (such as AWS), and external tools as part of project delivery. We are not responsible for disruptions, breaches, or damages resulting from failures, updates, limitations, or vulnerabilities of such third-party systems.
• Delays from External Factors: We are not liable for project or service delays caused by:
  • Late feedback or information from the Client
  • Unforeseen technical issues outside our control
  • Natural disasters, political unrest, pandemics, internet outages, or any force majeure events

Under no circumstances shall the total liability of WebFlexrr Labs exceed the amount paid by the Client for the specific service or project in question.

10. Dispute Resolution

In the event of any disagreement, claim, or dispute arising out of or in connection with the services, deliverables, or these Terms and Conditions:

• Amicable Resolution First: Both parties agree to first attempt to resolve the matter through direct communication and informal negotiation, in good faith, within 30 (thirty) days of the issue being raised in writing.
• Escalation: If an amicable resolution cannot be reached within the specified period, the matter may be escalated to mediation or arbitration, if mutually agreed upon.
• Jurisdiction: If no alternative resolution is reached, the dispute shall be subject to the exclusive jurisdiction of the courts located in the city/state specified in the official contract or service agreement. In the absence of such specification, jurisdiction shall fall under the courts of Kolkata, West Bengal, India (or your applicable base of operations).
• Governing Law: This agreement shall be governed by and construed per the laws of the Republic of India, particularly under applicable provisions of the Indian Contract Act, 1872, and the Information Technology Act, 2000.

11. Updates to Terms

WebFlexrr Labs reserves the right to revise, modify, or update these Terms and Conditions at its sole discretion, at any time, without prior individual notice. However:

• Notification of Changes: Clients and users will be informed of significant or material changes through appropriate channels, which may include email communications, website banners, or updates posted on our official website at www.webflexrr.com.
• Effective Date: Updated terms will become effective as of the date they are posted unless a later effective date is explicitly stated.
• Continued Use: Continued use of our services after such updates shall constitute your acknowledgment and acceptance of the revised Terms. If you do not agree to the modified terms, you are advised to discontinue use of our services.
• Review Responsibility: Clients are encouraged to periodically review the Terms and Conditions to stay informed of any changes that may affect their rights or obligations.

WebFlexrr Labs Co-Founders: Tejodeep Mitra Roy & Pritam Majumder Website: www.webflexrr.com Email: info@webflexrr.com