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1. Definitions 

  • "Customization" means those services by which functionality/features are added to a product that is not included in the base installation of a product, which are aimed to suit the specific needs of the customer
  • "Module" means the custom add-on module to be developed and provided by Weblytic Labs to you in accordance with this policy and the Order Form.
  • "Order Form" means the order form (electronic or hard copy), accepted by Weblytic Labs, through which you ordered the Module to be developed and provided by Weblytic Labs and which sets out the details, specifications, and parameters of the customized Module to be provided.
  • "Software" means the software licensed by Weblytic Labs to you pursuant to the terms and conditions of a Weblytic Labs Software License Agreement.

2. Module Deveolpment 

All customization Services and use of the Module are subject to the terms and conditions of Weblytic Labs’s Software Licence Agreement, found on Weblytic Labs’s website, and are also subject to the terms and conditions set forth in the Order Form, as well as the customization parameters. No other customization services will be provided unless expressly agreed upon by you and Weblytic Labs in writing, signed by authorized representatives of you and Weblytic Labs.

3. Customization Services 

  • Customization Services will be provided in accordance with the terms of the Order Form and subject to the conditions set forth on the Order Form including full payment of all fees and adherence to all-time limits and scheduling restrictions.
  • If expressly stated on the Order Form, the Customization Services and Module shall be subject to acceptance by you in accordance with the acceptance criteria set forth in the Order Form. Where there are no acceptance criteria set forth on the Order Form, acceptance shall be deemed to occur upon the earliest of:
  • completion of the acceptance criteria,
  • Weblytic Labs's completion of the Customization Services and written notification to you of such completion,
  • your use of the Module in other than a test environment.

4. Terms and Termination

  • The term of the Development Services, if any, shall be as set out on the Order Form.
  • Customization Services may be terminated by Weblytic Labs immediately upon notice for cause if:
  • you materially breach any agreement entered into between you and Weblytic Labs, including Weblytic Labs’s Licence Agreement and/or any User/software license agreement relating to Weblytic Labs’s products (or you consistently fail to properly perform and observe your obligations under such agreements or any applicable Weblytic Labs Software policy), and you fail to rectify the situation within ten (10) calendar days of notice from Weblytic Labs; or
  • you become insolvent, or a receiver or receiver-manager is appointed for any part of your property, or you make an assignment, proposal, or arrangement for the benefit of your creditors or you file an assignment in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against you.

5. Fees

  • You shall pay fees for the Customization Services and Module license in accordance with the fee schedule set forth in the Order Form. Weblytic Labs shall submit invoices to you for all fees and payments due, including applicable expenses, on a monthly basis in arrears. You shall pay to Weblytic Labs the full amount of each invoice received from Weblytic Labs within seven (7) days of receipt of the invoice. All invoices shall detail the nature of the Customization Services performed, the fees payable, and the basis on which the calculation of the fees has been made.
  • You are responsible for and shall pay all taxes relating to the Customization Services and the Module. Unless otherwise indicated, all amounts payable by you under an Order Form are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Module, other Software or Customization Services, or otherwise.
  • If you fail to pay any amount due within thirty (30) days of such payment becoming due and payable, in addition to any other rights and remedies available to Weblytic Labs, Weblytic Labs shall be entitled to charge interest on all outstanding amounts at the lesser of 18% per annum or the maximum rate permitted by law, such interest commencing as of the due date for such payment. You shall also be responsible for paying for all reasonable fees and costs incurred by Weblytic Labs, including legal fees, in collecting any overdue amounts or enforcing any provision of any agreement entered into between you and Weblytic Labs.
  • Pricing is subject to Weblytic Labs’s understanding of the project requirements, the terms of this policy, and the Order Form. Weblytic Labs reserves the right to invoice you for additional Customization Services requested by you, or that are required based on incomplete details or specifications provided by you, that are not specified in the Order Form but are provided by Weblytic Labs to you, provided that Weblytic Labs provides you with notice that such additional Customization Services are not included in the Order Form and are subject to Weblytic Labs’s then-current time and materials fee schedule for such Customization Services. Invoices for such additional Customization Services shall be subject to payment in accordance with this Section.

6. Intellectual Property Rights

Weblytic Labs shall own all intellectual property rights (whether or not patentable or registrable under copyright, trade-mark or similar legislation or subject to analogous protection) in and to the Module, and all work conceived, created, invented, produced, designed, or reduced to practice by Weblytic Labs and its personnel as a result of or with respect to any and all Customization Services provided to you. Your rights and obligations relating to the use of the Module shall be governed by the terms of the applicable Weblytic Labs Software License Agreement regardless of whether you may have contributed to any Module in any way. The foregoing shall not be deemed to transfer ownership to Weblytic Labs of any pre-existing intellectual property rights that you may have in the materials that you provide to Weblytic Labs in order to permit Weblytic Labs to perform the Customization Services; however, to the extent that you have provided such materials to Weblytic Labs, you hereby grant Weblytic Labs a non-exclusive, non-transferable, royalty-free license to use all such materials for the purposes of performing the Customization Services and providing you with the Module.

7. Limited Warranty and Limitation of liability 

Limited Warranty: Weblytic Labs warrants that all services provided by Weblytic Labs shall be provided in a competent, professional manner by persons who are fully trained and qualified to perform the Customization Services. Weblytic Labs does not represent or warrant that the Customization Services or Module provided hereunder will be capable of achieving a particular result for your business, or that the operation of the Module will be error-free or uninterrupted, or that all errors in the Module can be found or corrected, although Weblytic Labs shall use commercially reasonable efforts to do so. Without limiting the foregoing, this warranty is valid only for the six (6) months following the acceptance date as set forth in Section 3(b). The above warranty shall not apply to defects or non-conformities resulting from:

  • improper or inadequate maintenance or installation of the Module
  • use of the Module in combination with software, interfaces, or other materials that are not supplied or specifically authorized by Weblytic Labs,
  • unauthorized or improper use or modification of the Module, including use that is not contemplated in the Order Form or instructions provided by Weblytic Labs,
  • abuse, negligence, accident, or other damage from external sources, or
  • improper preparation of your facilities or equipment for installation and use of the Module

Limitation of Liability:

  • save as otherwise provided in a written agreement between you and Weblytic Labs, and to the maximum extent permitted by applicable law, Weblytic Labs makes no warranty or condition, express or implied, statutory or otherwise, with respect to the module or the Customization services, including, without limitation, the implied warranties or conditions of merchantability and fitness for a particular purpose.
  • in no event shall Weblytic Labs be liable to you or any other person for any indirect, special, punitive, exemplary, consequential, or incidental damages (including without limitation, damages for loss of revenues or profits, business interruption, loss of business information, and the like) arising out of the use, inability to use or the performance or non-performance of, the module or the provision of the Customization services, even if Weblytic Labs has been advised of the possibility of such damage or claim, or it is foreseeable.
  • in no event shall Weblytic Labs’s maximum aggregate liability to you for direct damages exceed the total amount paid by you for the Customization services performed by Weblytic Labs within the six (6) months preceding the date on which the claim arose.

8. General Terms and Conditions 

  • As Weblytic Labs is primarily a plugin and app development company and its main focus is on constant plugin development fulfilling various latest requirements and keeping up with the latest trends, Weblytic Labs has all the right to release the same customized plugin as a new plugin in the future to be available to all its customers. The same may include a few or every feature of the customization. Weblytic Labs reserve all the rights to do the same as the customization done for the client is the Intellectual property of Weblytic Labs.
  • The customization undertaken by Weblytic Labs would be identical to the discussed requirements, and would not include any sort of additional changes or alterations. Any additional changes or alterations would be considered as a separate project and would be charged separately.
  • Weblytic Labs would be providing customization support for only one month from the delivery of the project. For any further support extended to you, the same shall be charged separately which includes specifically any further help or bug /error fix.
  • The cost of customization doesn’t include the cost of extension installation or exchange of the extension if it has not been specifically quoted within the project cost.
  • During the project customization, you ought not to edit or change any of the files and it is also advisable to have a backup every time a change is made. If you, on your own, are making certain changes, it is advisable to back up the files, folder, and database. Before doing anything on your own, you need to inform Weblytic Labs if Weblytic Labs is working on the project or your support period is subsisting.
  • The customization charge will include a single template. Any time during or after the customization if you change the template, you shall be wholly and solely liable for any loss or damage emanating from the same. Weblytic Labs will not be responsible for any loss or damage is done due to the same.
  • All the communication will take place through Weblytic Labs’s help desk system only. If the need arises, the issues can be discussed via Skype once in week or month. Weblytic Labs does not allow screen sharing and remote desktop.
  • Customization costs will not include any free consulting beyond the scope of the project.
  • If while making any changes by yourself or by your team, something gets damaged, then Weblytic Labs will not be responsible for it. This includes any issues faced by you for your own fault even during the support period of the module or project.
  • If any dispute arises between Weblytic Labs and you/Licensee at any time, in connection with the validity, interpretation, implementation, or alleged breach of any provision of this Agreement,  the same shall be referred to a sole Arbitrator who shall be an independent and neutral third party appointed exclusively by Weblytic Labs. You shall not object to the appointment of the Arbitrator so appointed by Weblytic Labs. The place of arbitration shall be Delhi, India. The Arbitration & Conciliation Act, 1996 as amended by The Arbitration & Conciliation  (Amendment) Act, 2015, shall govern the arbitration proceedings. The arbitration proceedings shall be held in the English language.
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