Terms & Conditions

1. Definitions & Interpretation

In these Terms & Conditions, unless the context otherwise requires:

• "Company" / "We" / "Us" / "Our" refers to DCW Webtech Solutions, a technology solutions provider established in 2020, headquartered in Main Najafgarh, New Delhi, India.
• "Client" / "You" / "Your" refers to the individual, business entity, or organization that engages our services or purchases our products.
• "Services" refers to all software development, implementation, customization, integration, maintenance, and support services provided by DCW Webtech Solutions.
• "Products" refers to software solutions including but not limited to CRM systems, ERP systems, HRMS platforms, WhatsApp API integrations, SMS/RCS gateways, mobile applications, and any other software deliverables.
• "Agreement" refers to the contract, statement of work (SOW), purchase order, or any other written agreement between the Company and the Client.
• "Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party.

2. Scope of Services

DCW Webtech Solutions provides the following categories of services:

2.1 Service Engagement

• All services are provided based on a signed Agreement or Purchase Order specifying scope, timelines, deliverables, and fees.
• The Company reserves the right to refuse service to any Client who violates these terms or engages in unlawful activities.
• Any changes to the agreed scope require a written Change Request and may incur additional charges.

2.2 Client Responsibilities

• Provide accurate, complete, and timely information required for project execution.
• Designate a single point of contact for communication and approvals.
• Provide necessary access credentials, API keys, server details, and third-party integrations as agreed.
• Review and approve deliverables within the timeframe specified in the Agreement.
• Ensure compliance with all applicable laws and regulations in the Client's jurisdiction.

3. Software Products — Licensing & Usage

3.1 License Grant

• Upon full payment, DCW Webtech Solutions grants the Client a non-exclusive, non-transferable license to use the purchased software for internal business purposes only.
• The license is perpetual for self-hosted solutions, subject to ongoing annual maintenance fees if applicable.
• SaaS/cloud-based solutions are licensed on a subscription basis as specified in the Agreement.

3.2 Restrictions

• The Client shall not reverse engineer, decompile, disassemble, or attempt to derive the source code of any software.
• The Client shall not sublicense, sell, rent, lease, or distribute the software to third parties without written consent.
• The Client shall not remove or alter any copyright, trademark, or proprietary notices.
• The Client shall not use the software for any illegal, fraudulent, or harmful purposes.

3.3 Open Source & Third-Party Components

• Our software may incorporate open-source libraries and third-party components governed by their respective licenses (MIT, Apache 2.0, GPL, etc.).
• The Client agrees to comply with all applicable third-party license terms.
• DCW Webtech Solutions is not liable for any issues arising from third-party components beyond our control.

3.4 CRM, ERP & HRMS Specific Terms

• User licenses are non-transferable between organizations.
• Data migration from legacy systems is quoted separately.
• Customization beyond agreed scope is billable at standard hourly rates.

4. Communication Services — WhatsApp API, SMS & RCS

4.1 WhatsApp Business API

• WhatsApp API services are subject to Meta Platforms, Inc. Terms of Service and WhatsApp Business Policy.
• The Client must obtain and maintain a valid WhatsApp Business Account.
• Message templates must be pre-approved by Meta before use.
• The Client is solely responsible for the content of messages sent through the API.
• DCW Webtech Solutions is not liable for account suspension, rate limiting, or policy violations caused by the Client's messaging practices.
• Conversation-based pricing applies as per Meta's current rate card. Prices are subject to change by Meta without notice.

4.2 SMS & RCS Services

• SMS and RCS services are provided through third-party telecom operators and aggregators.
• Message delivery is subject to telecom network availability, DND (Do Not Disturb) registrations, and regulatory compliance.
• The Client must comply with TRAI (Telecom Regulatory Authority of India) regulations, including:
• Obtaining proper consent from recipients before sending promotional messages.
• Including opt-out mechanisms in all promotional communications.
• Adhering to timing restrictions (promotional SMS: 9 AM - 9 PM only).
• The Client is prohibited from sending:
• Obscene, defamatory, or unlawful content.
• Messages that infringe intellectual property rights.
• Spam, phishing, or fraudulent communications.
• Credit-based pricing: Unused SMS/RCS credits expire as per the validity period stated in the Agreement.

5. Custom Development & Mobile Apps

5.1 Project Engagement

• All custom development projects begin upon receipt of a signed Agreement and advance payment (typically 50% of total project cost).
• Project timelines are estimates and may vary based on Client feedback, scope changes, or third-party dependencies.
• The Client is entitled to three (3) rounds of revisions per deliverable. Additional revisions are billable.

5.2 Mobile Application Development

• App store submission (Google Play Store / Apple App Store) is included in the project scope unless specified otherwise.
• The Client must provide valid developer accounts for app store submissions. DCW Webtech Solutions can assist with account creation at additional cost.
• App store approval is at the sole discretion of Apple/Google. DCW Webtech Solutions is not liable for rejection due to policy violations.
• Annual app store fees (Google Play: ~$25 one-time; Apple Developer: $99/year) are the Client's responsibility.
• Push notification services require third-party accounts (Firebase, OneSignal, etc.) to be configured by the Client or at additional cost.

5.3 Source Code & Ownership

• For custom development projects, full source code ownership transfers to the Client upon final payment.
• For product-based licenses (CRM/ERP/HRMS), source code remains the intellectual property of DCW Webtech Solutions.
• The Company retains the right to reuse general programming techniques, frameworks, and non-proprietary code in other projects.

6. Payment Terms

6.1 Pricing & Invoicing

• All prices are quoted in Indian Rupees (INR) unless otherwise agreed in writing.
• GST (Goods and Services Tax) at the applicable rate will be added to all invoices.
• Payment terms: Net 15 days from invoice date unless otherwise specified.
• Late payments attract interest at 1.5% per month (18% per annum) on outstanding amounts.

6.2 Payment Schedule — Custom Projects

6.3 Recurring Services

• Annual Maintenance Contracts (AMC), hosting, SaaS subscriptions, and API usage are billed in advance.
• Service suspension may occur if payment is not received within 7 days of the due date.
• Reactivation fees may apply for suspended accounts.

7. Intellectual Property Rights

• All intellectual property rights in pre-existing materials, proprietary frameworks, and core product code remain the exclusive property of DCW Webtech Solutions.
• Custom graphics, logos, and branding materials created specifically for the Client become the Client's property upon full payment.
• The Client grants DCW Webtech Solutions a limited license to use their trademarks and branding solely for the purpose of delivering the agreed services.
• DCW Webtech Solutions reserves the right to showcase completed projects in its portfolio, case studies, and marketing materials unless a Non-Disclosure Agreement (NDA) prohibits such disclosure.
• Third-party plugins, themes, and libraries used in projects are subject to their original license terms.

8. Data Security & Confidentiality

8.1 Data Protection

• DCW Webtech Solutions implements industry-standard security measures including SSL encryption, firewalls, access controls, and regular backups.
• The Client is responsible for maintaining the confidentiality of their login credentials and API keys.
• Both parties agree to comply with applicable data protection laws, including the Information Technology Act, 2000 and Digital Personal Data Protection Act, 2023 of India.

8.2 Confidentiality Obligations

• Both parties agree not to disclose Confidential Information to any third party without prior written consent.
• Confidentiality obligations survive termination of the Agreement for a period of three (3) years.
• Information that is publicly available, independently developed, or rightfully received from another source is not considered Confidential Information.

8.3 Data Ownership

• The Client retains full ownership of all data uploaded, stored, or processed through our systems.
• Upon termination, the Client may request a full data export in standard formats (CSV, JSON, SQL dump) within 30 days.
• After the export period, data may be permanently deleted from our servers as per our data retention policy.

9. Service Level Agreement (SLA)

• Scheduled maintenance windows are excluded from uptime calculations.
• SLA credits, if applicable, are limited to 10% of the monthly service fee and do not apply to issues caused by third-party services, force majeure, or Client-side problems.
• Emergency support outside business hours is available for Priority clients only.

10. Limitation of Liability

• To the maximum extent permitted by law, DCW Webtech Solutions' total liability shall not exceed the total amount paid by the Client in the 12 months preceding the claim.
• DCW Webtech Solutions shall not be liable for:
• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, data, or business opportunities.
• Damages arising from third-party service failures (cloud providers, telecom operators, Meta/WhatsApp).
• Damages caused by the Client's misuse, negligence, or breach of these terms.
• Force majeure events including natural disasters, wars, strikes, internet outages, or government actions.
• The Company does not warrant that the software will be error-free or uninterrupted, but commits to making commercially reasonable efforts to resolve issues.

11. Termination & Refund Policy

11.1 Termination by Client

• The Client may terminate the Agreement with 30 days' written notice.
• No refunds for work already completed and delivered.
• For ongoing projects, the Client pays for all work completed up to the termination date at the agreed hourly/daily rate.

11.2 Termination by Company

• DCW Webtech Solutions may terminate immediately if the Client:
• Fails to make payment within 15 days of the due date after written notice.
• Uses the software or services for illegal purposes.
• Breaches confidentiality or intellectual property terms.
• Engages in abusive behavior toward our staff.

11.3 Refund Policy

12. Governing Law & Dispute Resolution

• These Terms & Conditions are governed by the laws of India.
• Any dispute arising out of or in connection with these terms shall first be attempted to be resolved through good faith negotiation between the parties.
• If negotiation fails, disputes shall be resolved through arbitration in New Delhi, India, under the Arbitration and Conciliation Act, 1996.
• The arbitration shall be conducted by a sole arbitrator appointed mutually by both parties.
• The language of arbitration shall be English.
• The decision of the arbitrator shall be final and binding on both parties.
• Notwithstanding the above, either party may seek urgent injunctive relief from courts of competent jurisdiction in New Delhi.

13. Amendments & Contact Information

• DCW Webtech Solutions reserves the right to modify these Terms & Conditions at any time. Changes will be effective upon posting on our website with an updated "Last Updated" date.
• Continued use of our services after changes constitutes acceptance of the revised terms.
• Clients will be notified of material changes via email at least 15 days before they take effect.