Terms of Service

1. Introduction & Acceptance of Terms

Welcome to Webtoz. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Webtoz ("Webtoz," "we," "our," or "us") governing your use of our website webtoz.com (the "Site") and the services we provide (the "Services").

By accessing our Site, engaging our Services, or entering into a project agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must discontinue use of our Site and Services immediately.

These Terms apply to all visitors, users, clients, and others who access or use our Site or Services. For specific projects and engagements, a separate Statement of Work ("SOW") or Services Agreement may be executed that supplements these Terms. In the event of a conflict between these Terms and a signed SOW, the SOW shall prevail.

2. Description of Services

Webtoz provides web development, software engineering, and technology consultancy services. Our Services include, but are not limited to:

• Custom website and web application development
• Software and SaaS product engineering
• Mobile application development
• Technology consultancy and fractional CTO services
• Architecture reviews, technical audits, and due diligence
• Legacy system modernization
• Cloud migration and DevOps services
• Ongoing support, maintenance, and retainer partnerships

The specific scope, deliverables, timeline, and fees for any project shall be defined in a mutually agreed-upon proposal, Statement of Work, or Services Agreement. Webtoz reserves the right to modify, suspend, or discontinue any aspect of our Services at any time, with reasonable notice to affected clients.

3. Client Responsibilities & Obligations

To enable Webtoz to perform the Services effectively, you agree to:

• Provide timely information and materials: Deliver all necessary content, assets, credentials, and feedback within agreed-upon timeframes. Delays in providing required inputs may impact project timelines and costs.
• Designate a point of contact: Assign a single primary contact person with authority to make decisions, provide feedback, and approve deliverables on your behalf.
• Review and approve deliverables promptly: Provide feedback and approvals within the review periods specified in the project timeline. Delayed approvals may result in schedule adjustments.
• Ensure lawful content: You represent and warrant that any content, materials, data, or intellectual property you provide to us does not infringe upon the rights of any third party and complies with all applicable laws and regulations.
• Maintain backups: While we implement robust backup procedures, you are responsible for maintaining independent backups of your data and content.

Failure to fulfill these obligations may result in project delays, additional costs, or — in extreme cases — termination of the engagement. We will always communicate any concerns before taking action.

4. Intellectual Property Rights

4.1 Client-Owned Deliverables

Upon full payment for the Services, all custom code, designs, documentation, and deliverables created specifically for you during the course of the engagement ("Work Product") shall become your exclusive property. This includes source code, compiled code, design files, architecture documentation, and any other materials produced as part of the defined scope of work. You shall own all right, title, and interest in the Work Product.

4.2 Webtoz Retained Rights

Notwithstanding the above, Webtoz retains ownership of, or a perpetual license to use:

• Pre-existing materials: Any tools, libraries, frameworks, code snippets, methodologies, or intellectual property that Webtoz owned or developed prior to or independently of the engagement ("Background IP").
• General knowledge and skills: The general knowledge, skills, experience, and expertise gained by our team during the engagement. This does not include your confidential information or specific Work Product.
• Aggregated, anonymized data: Non-identifiable, aggregated data derived from the provision of Services for purposes of improving our offerings, provided this does not disclose your confidential information.

4.3 Third-Party Components

Our Work Product may incorporate third-party libraries, frameworks, or components licensed under open-source or commercial licenses. The terms of those third-party licenses shall govern the use of such components. We will disclose any significant third-party dependencies during the scoping phase.

4.4 Portfolio Rights

Unless otherwise agreed in writing, Webtoz reserves the right to display the Work Product in our portfolio, on our website, and in marketing materials — including case studies that describe the project at a high level. We will not disclose your confidential information or trade secrets without your prior written consent.

5. Payment Terms

5.1 Fees & Invoicing

Fees for Services shall be as specified in the applicable proposal, SOW, or Services Agreement. Unless otherwise stated:

• Project-based engagements are invoiced on a milestone or phased basis as defined in the SOW.
• Retainer engagements are invoiced monthly in advance.
• Advisory and consultancy engagements are invoiced as specified in the engagement letter.

5.2 Payment Due Dates

Invoices are payable within 15 calendar days of receipt unless otherwise specified in the SOW. Late payments may incur interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).

5.3 Expenses

Any third-party costs or expenses (such as software licenses, hosting fees, stock assets, or API usage fees) shall be pre-approved by you in writing before being incurred and will be either invoiced separately or included in the project fees as agreed.

5.4 Taxes

All fees are exclusive of applicable taxes, levies, or duties. You are responsible for payment of all applicable sales, use, value-added, or similar taxes associated with the Services, except for taxes based on Webtoz's net income.

5.5 Suspension of Services

If payment is more than 30 days overdue, Webtoz reserves the right to suspend work or Services until the outstanding balance is paid in full. We will provide at least 5 business days' written notice before any suspension takes effect.

6. Confidentiality

Both parties acknowledge that during the course of the engagement, each may receive or have access to confidential information of the other party. "Confidential Information" includes all non-public information — whether technical, business, financial, or strategic — that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.

Each party agrees to:

• Use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms and the applicable SOW
• Protect Confidential Information using at least the same degree of care used to protect its own confidential information (but no less than reasonable care)
• Not disclose Confidential Information to any third party without the disclosing party's prior written consent

Confidentiality obligations shall survive termination of the engagement for a period of three (3) years — or indefinitely for trade secrets.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, regulation, or court order (provided the receiving party gives prompt notice to the disclosing party).

7. Warranties & Disclaimers

7.1 Webtoz Warranties

Webtoz warrants that:

• The Services shall be performed in a professional and workmanlike manner consistent with industry standards
• The Work Product shall conform to the specifications set forth in the applicable SOW
• To the best of our knowledge, the Work Product does not infringe upon the intellectual property rights of any third party

7.2 Warranty Period

Unless otherwise specified in the SOW, Webtoz provides a warranty period of 30 calendar days following delivery and acceptance of the Work Product. During this period, we will correct any defects that cause the Work Product not to conform to the agreed-upon specifications — at no additional charge.

7.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WEBTOZ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Webtoz does not warrant that the Work Product will be error-free, uninterrupted, or compatible with all third-party systems, software, or future technology changes beyond our control.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Webtoz's total aggregate liability for any and all claims arising out of or related to these Terms or the Services shall not exceed the total fees paid by you to Webtoz during the twelve (12) months immediately preceding the event giving rise to the claim.
• IN NO EVENT SHALL WEBTOZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — including but not limited to loss of profits, revenue, data, business opportunity, or goodwill — even if advised of the possibility of such damages.

These limitations shall apply regardless of the theory of liability — whether in contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow the exclusion or limitation of certain damages, so these limitations may not apply to you.

9. Indemnification

You agree to indemnify, defend, and hold harmless Webtoz and its officers, directors, employees, and contractors from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any SOW
• Any content, materials, or data you provide that infringes upon a third party's rights
• Your use of the Work Product in a manner that violates applicable law or third-party rights

Webtoz shall promptly notify you of any such claim and reasonably cooperate with you in the defense. You shall have sole control of the defense and settlement, provided you may not enter into any settlement that admits liability on Webtoz's part without our prior written consent.

10. Termination

10.1 Termination for Convenience

Either party may terminate an engagement for any reason by providing 30 calendar days' written notice to the other party, unless a different notice period is specified in the applicable SOW.

10.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party:

• Materially breaches these Terms or the SOW and fails to cure such breach within 15 calendar days of receiving written notice specifying the breach
• Becomes insolvent, files for bankruptcy, or ceases business operations

10.3 Effect of Termination

Upon termination:

• You shall pay Webtoz for all Services performed and expenses incurred up to the effective date of termination
• Webtoz shall deliver to you all completed Work Product for which payment has been received
• Each party shall return or destroy the other party's Confidential Information upon request
• Provisions regarding intellectual property, confidentiality, payment obligations, and limitations of liability shall survive termination

11. Dispute Resolution

11.1 Good Faith Negotiation

In the event of any dispute arising from or relating to these Terms or the Services, the parties shall first attempt to resolve the dispute through good faith negotiation. Either party may initiate this process by sending a written notice describing the dispute to the other party.

11.2 Mediation

If the dispute is not resolved within 30 days through negotiation, the parties agree to attempt resolution through mediation administered by a mutually agreed-upon mediator before resorting to litigation.

11.3 Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws applicable in the jurisdiction specified in the SOW — or, in the absence of such specification, the laws of the jurisdiction in which Webtoz is principally located. Any legal proceedings shall be brought exclusively in the courts of that jurisdiction.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms or any SOW due to circumstances beyond its reasonable control — including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, internet or infrastructure outages, or labor disputes ("Force Majeure Event").

The affected party shall notify the other party as soon as reasonably possible of the Force Majeure Event and take reasonable steps to minimize the impact on performance. If the Force Majeure Event continues for more than 30 days, either party may terminate the affected engagement without penalty.

13. Use of Our Website

By using our Site, you agree not to:

• Use the Site in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to any part of the Site, its servers, or associated systems
• Use any automated means (bots, scrapers, crawlers) to access or collect data from the Site without our prior written permission
• Transmit any malware, viruses, or harmful code through the Site
• Use the Site to send unsolicited commercial communications (spam)

We reserve the right to terminate or restrict access to our Site for any violation of these Terms, without prior notice.

14. Third-Party Services

Our Site and Services may integrate with, link to, or depend on third-party services, platforms, or APIs (such as cloud hosting providers, payment processors, analytics services, and social media platforms). We are not responsible for the availability, reliability, or practices of these third-party services. Your use of such services is subject to their respective terms and policies.

15. General Provisions

• Entire Agreement: These Terms, together with any applicable SOW or Services Agreement, constitute the entire agreement between you and Webtoz regarding the subject matter and supersede all prior agreements, representations, or understandings.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any term or condition shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any waiver must be in writing and signed by the waiving party.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Webtoz may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
• Relationship of the Parties: Webtoz is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
• Notices: All notices under these Terms shall be in writing and delivered via email to the addresses specified in the SOW or — if no SOW exists — to hello@webtoz.com (for Webtoz) and the email address you provided to us (for you).
• Survival: Provisions that by their nature should survive termination shall survive — including intellectual property, confidentiality, payment obligations, disclaimers, limitations of liability, and indemnification.

16. Contact Information

If you have any questions, concerns, or feedback regarding these Terms of Service, please contact us: