These Terms and Conditions ("Agreement") constitute a legally binding contract between VortexWeb LLC (Trade License No. [to be inserted], registered in Dubai, United Arab Emirates, with offices at Meydan Grandstand, Dubai, UAE and Tower C, Ithum Tower, Sector 62, Noida, Uttar Pradesh, India) ("Company", "VortexWeb", "we", "us", "our") and the individual or entity engaging our services ("Client", "you", "your"). By engaging VortexWeb for any services, executing a Statement of Work ("SOW"), or accepting a proposal, you agree to be bound by these terms in their entirety.
1. Definitions & Interpretation
"Services" means any CRM implementation, business automation, custom software development, IT consultancy, system integration, training, maintenance, or support services provided by VortexWeb as described in the applicable SOW or proposal.
"Deliverables" means all work product, code, configurations, documentation, reports, dashboards, automations, integrations, and other materials produced by VortexWeb in the course of providing Services.
"Statement of Work" (SOW) means the signed document describing the specific scope, timeline, milestones, deliverables, and fees for a particular engagement.
"Platform" means any third-party software platform utilized in the engagement, including but not limited to Bitrix24, Monday.com, Kommo, Zapier, Make (Integomat), AWS, Google Cloud Platform, or any other software specified in the SOW.
"Confidential Information" means all non-public information disclosed by either party, including business strategies, client data, technical architecture, pricing, financial information, trade secrets, employee information, and proprietary processes.
"Business Day" means any day other than Friday and Saturday in the UAE, and Saturday and Sunday in India, excluding public holidays in the respective jurisdictions.
2. Scope of Services
2.1 General
VortexWeb provides enterprise CRM implementation, business process automation, custom software development, live dashboard and reporting systems, WhatsApp and telephony integrations, and IT strategy consulting. All services are governed by individual SOWs signed between VortexWeb and the Client.
2.2 Engagement Process
Each engagement begins with a discovery and architecture phase. VortexWeb will prepare a detailed proposal or SOW outlining scope, timeline, deliverables, milestones, and pricing. No work commences until the SOW is signed by both parties and the advance payment is received as specified therein.
2.3 Scope Boundaries
Services are limited strictly to what is documented in the signed SOW. Any requests for additional features, modules, integrations, or modifications beyond the original scope constitute a "Change Request" and are subject to Section 8 of this Agreement.
2.4 Third-Party Platforms
VortexWeb implements and customizes third-party platforms but does not own, operate, or control them. Platform licensing, subscription fees, terms of service, uptime guarantees, data handling, and feature availability are governed entirely by the respective platform provider. VortexWeb bears no responsibility for platform outages, feature changes, pricing modifications, deprecations, or policy changes by third-party providers.
3. Client Obligations
3.1 Cooperation
The Client shall designate a single point of contact ("Project Sponsor") with authority to make decisions, provide approvals, and manage internal stakeholders. The Client shall provide timely access to all necessary data, systems, credentials, existing documentation, and personnel required for VortexWeb to perform the Services.
3.2 Response Times
The Client shall respond to VortexWeb's queries, approval requests, and milestone sign-offs within 5 Business Days unless otherwise agreed in the SOW. Delays in Client responses exceeding 10 Business Days may result in timeline adjustments, resource reallocation, or additional charges at VortexWeb's standard hourly rate.
3.3 Data Accuracy
The Client is solely responsible for the accuracy, completeness, and legality of all data provided to VortexWeb. VortexWeb shall not be liable for any errors, losses, or damages arising from inaccurate, incomplete, or unlawful data provided by the Client.
3.4 Platform Licensing
Unless explicitly included in the SOW, the Client is responsible for procuring and maintaining all necessary third-party platform licenses, subscriptions, and API access required for the implementation.
4. Payment Terms
4.1 Fee Structure
All fees are as specified in the applicable SOW. Unless otherwise stated, fees are in AED (United Arab Emirates Dirham) and are exclusive of applicable taxes (VAT at the prevailing rate, currently 5% in UAE). Projects are typically structured as fixed-price engagements with milestone-based payments.
4.2 Payment Schedule
Standard payment terms require: (a) 50% advance upon SOW execution ("Advance Payment"); (b) remaining 50% upon delivery and Client acceptance of the final Deliverables ("Final Payment"). Alternative payment schedules (e.g., monthly milestones for larger projects) may be agreed upon in the SOW.
4.3 Payment Methods
Payments may be made via bank transfer, credit card, or other methods specified in the invoice. All bank charges and transfer fees are borne by the Client.
4.4 Late Payments
Invoices not paid within 15 days of the due date shall incur a late payment charge of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. VortexWeb reserves the right to suspend Services if any invoice remains unpaid for more than 30 days.
4.5 Currency
For Clients based outside the UAE, VortexWeb may issue invoices in USD or local currency equivalent at the prevailing exchange rate on the date of invoicing.
5. Intellectual Property
5.1 Client Ownership
Upon receipt of full payment, all custom Deliverables (including source code, configurations, documentation, and design assets) become the exclusive property of the Client. This transfer is effective only upon complete payment of all invoices related to the engagement.
5.2 VortexWeb Retained Rights
VortexWeb retains ownership of: (a) pre-existing intellectual property, tools, frameworks, libraries, and methodologies developed independently of the Client engagement; (b) generic, non-client-specific components, templates, and code snippets; (c) knowledge, skills, and techniques of a general nature. VortexWeb grants the Client a non-exclusive, perpetual license to use any retained components incorporated into the Deliverables.
5.3 Third-Party Components
Deliverables may incorporate open-source libraries, third-party APIs, and platform-specific components. These remain subject to their respective licenses. VortexWeb will document all third-party dependencies in the project documentation.
5.4 Portfolio Rights
VortexWeb reserves the right to reference the Client and the engagement in its marketing materials, case studies, and portfolio, using only publicly available information, unless the Client provides written objection within 30 days of project completion.
6. Warranties & Representations
6.1 VortexWeb Warranties
VortexWeb warrants that: (a) Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) Deliverables will substantially conform to the specifications in the SOW for a period of 90 days following delivery ("Warranty Period"); (c) VortexWeb has the legal right and authority to enter into this Agreement and perform the Services.
6.2 Warranty Remedy
During the Warranty Period, VortexWeb will correct any material defects or non-conformities in the Deliverables at no additional cost. This remedy is the Client's sole and exclusive remedy for breach of warranty.
6.3 Exclusions
Warranties do not cover: (a) issues caused by modifications made by the Client or third parties without VortexWeb's written approval; (b) platform changes, updates, or outages by third-party providers; (c) issues arising from the Client's failure to follow VortexWeb's usage guidelines or documentation; (d) normal wear and evolution of technology.
6.4 Disclaimer
EXCEPT AS EXPRESSLY STATED ABOVE, VORTEXWEB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VORTEXWEB DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF DELIVERABLES.
7. Limitation of Liability
7.1 Liability Cap
VortexWeb's total aggregate liability for all claims arising out of or related to this Agreement shall not exceed the total fees actually paid by the Client for the specific engagement giving rise to the claim.
7.2 Exclusion of Damages
IN NO EVENT SHALL VORTEXWEB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF VORTEXWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Third-Party Liability
VortexWeb shall not be liable for any losses, damages, or interruptions caused by third-party platforms, hosting providers, API providers, or any other services not directly operated by VortexWeb.
8. Change Requests & Scope Changes
If the Client requests features, modifications, or integrations beyond the original SOW, VortexWeb will prepare a Change Request document specifying the additional scope, timeline impact, and cost. Work on Change Requests commences only upon written approval and payment terms as specified therein. Verbal requests, emails, or messages without formal Change Request documentation do not constitute binding scope changes.
9. Confidentiality
9.1 Obligations
Both parties agree to maintain the confidentiality of all Confidential Information received from the other party. Confidential Information shall be used solely for the purpose of performing obligations under this Agreement and shall not be disclosed to any third party without prior written consent.
9.2 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; (d) is required to be disclosed by law, regulation, or court order (with prompt notice to the disclosing party).
9.3 Duration
Confidentiality obligations survive termination of this Agreement for a period of 3 years, except for trade secrets which shall be protected indefinitely.
10. Data & Performance Representations
All case studies, performance metrics, ROI projections, revenue impact figures, cost savings estimates, efficiency improvements, statistical data, and other quantitative representations presented on VortexWeb's website, marketing materials, proposals, presentations, sales communications, and any other channels are provided strictly for illustrative and indicative purposes only. While these representations are derived from actual client engagements, industry benchmarks, and reasonable professional estimates, they should be understood as general illustrations of potential outcomes rather than guarantees of specific results.
Individual outcomes will vary materially based on numerous factors including but not limited to: business model, operational maturity, industry conditions, competitive landscape, team size and capability, data quality, user adoption rates, existing technology infrastructure, market dynamics, regulatory environment, and the specific scope of implementation. Past performance, case studies, and client testimonials do not guarantee, predict, or promise future results.
VortexWeb makes no warranties, express or implied, regarding specific financial outcomes, revenue increases, cost reductions, time savings, efficiency gains, or any other measurable business impact from its services. The Client acknowledges that achieving projected results depends substantially on the Client's own execution, adoption, and operational commitment.
11. Termination
11.1 Termination for Convenience
Either party may terminate this Agreement or any SOW with 30 days' written notice. In case of Client-initiated termination, the Client shall pay for all work completed to date, including pro-rated milestone fees and any reasonable wind-down costs.
11.2 Termination for Cause
Either party may terminate immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure within 15 days of written notice; (b) the other party becomes insolvent, files for bankruptcy, or ceases operations.
11.3 Effect of Termination
Upon termination: (a) VortexWeb will deliver all Deliverables completed to date; (b) the Client shall pay all outstanding invoices within 15 days; (c) each party shall return or destroy the other party's Confidential Information; (d) Sections 5, 7, 9, 10, and 14 survive termination.
12. Force Majeure
Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including but not limited to: natural disasters, pandemics, epidemics, government actions, sanctions, embargoes, internet outages, cyberattacks, power failures, third-party platform outages (including Bitrix24, Monday.com, Kommo, AWS, GCP, or any other platform), acts of war, terrorism, civil unrest, labor disputes, or supply chain disruptions. The affected party shall provide prompt notice and make reasonable efforts to mitigate the impact.
13. Indemnification
13.1 Client Indemnification
The Client agrees to indemnify, defend, and hold harmless VortexWeb, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from: (a) the Client's use of Deliverables; (b) the Client's breach of this Agreement; (c) the Client's violation of any applicable law or regulation; (d) any third-party claims related to the Client's business operations conducted through VortexWeb-implemented systems; (e) data provided by the Client that infringes third-party rights.
13.2 VortexWeb Indemnification
VortexWeb agrees to indemnify the Client against third-party claims that the Deliverables (excluding third-party components) infringe the intellectual property rights of a third party, provided the Client promptly notifies VortexWeb and cooperates in the defense.
14. Dispute Resolution
14.1 Negotiation
Any dispute arising under this Agreement shall first be addressed through good-faith negotiation between senior representatives of both parties for a period of 30 days from written notice of the dispute.
14.2 Mediation
If negotiation fails, the parties shall attempt mediation through a mutually agreed mediator for a period of 30 days.
14.3 Arbitration
If mediation fails, disputes shall be referred to final and binding arbitration administered by the Dubai International Arbitration Centre (DIAC) under its prevailing arbitration rules. The seat of arbitration shall be Dubai, UAE. The language of arbitration shall be English. The arbitral tribunal shall consist of a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai, without regard to conflict of law principles.
15. General Provisions
15.1 Entire Agreement
This Agreement, together with all applicable SOWs and Change Requests, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and agreements, whether written or oral.
15.2 Amendment
No modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.
15.3 Severability
If any provision of this Agreement is found invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
15.4 Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except that VortexWeb may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
15.5 Waiver
No waiver of any term shall be deemed a continuing waiver or a waiver of any other term. Failure to enforce any provision shall not constitute a waiver of that provision.
15.6 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency.
15.7 Notices
All formal notices shall be in writing and delivered by email to the addresses specified in the SOW, with confirmation of receipt.
16. Contact Information
For questions, notices, or concerns regarding these terms:
VortexWeb LLC
Meydan Grandstand, Dubai, UAE
1713, Tower C, Bhutani Alphathum, Sector 90, Noida, India
Email: legal@vortexweb.ai
Phone: +971 55 903 7246 (UAE) · +91 78887 16489 (India)
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