1. Definitions
For purposes of these Terms and Conditions (these “Terms”), the following definitions apply:
1.1 “Company,” “Wafix Technologies,” “we,” “us,” or “our” means Wafix Technologies.
1.2 “Client,” “you,” or “your” means the individual or entity that engages Wafix Technologies to perform Services, including any authorized representative acting on that individual’s or entity’s behalf.
1.3 “Services” means website design and development, mobile application development, software development, UI/UX design, graphic design, branding and logo design, digital marketing, SEO, social media marketing, Google Ads and Facebook/Meta Ads management, video editing, animation, content writing, AI Automation Services, virtual assistant services, IT consulting, cloud services, hosting services, domain registration, technical support, business consulting, and other digital and technology-related services offered by Wafix Technologies.
1.4 “Agreement” means, collectively, these Terms, any applicable service order, statement of work, proposal, or invoice issued by Wafix Technologies and accepted by the Client, and our Privacy Policy, each of which is incorporated herein by reference.
1.5 “Deliverables” means the specific work product, files, code, designs, content, or other materials that Wafix Technologies agrees to provide to the Client under an applicable service order or statement of work.
1.6 “AI Generated Content” means any content, code, design element, or output produced in whole or in part through the use of artificial intelligence tools or automation as part of the Services.
1.7 “Confidential Information” has the meaning set forth in Section 15.
2. Acceptance of Terms
By accessing our website, submitting an inquiry, signing a proposal or service order, making a payment, or otherwise engaging Wafix Technologies for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “Client” refers to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not engage or continue to use the Services.
3. Eligibility
You must be at least eighteen (18) years of age and have the legal capacity to enter into binding contracts to engage Wafix Technologies’ Services. By engaging our Services, you represent and warrant that you meet these eligibility requirements and that all information you provide to Wafix Technologies is accurate, current, and complete.
4. Account Registration
Certain Services may require the Client to register an account with Wafix Technologies or with a Third-Party Service Provider (for example, a hosting or project management platform). The Client is responsible for maintaining the confidentiality of any account credentials, for all activities occurring under its account, and for promptly notifying Wafix Technologies of any unauthorized use or security breach. Wafix Technologies is not liable for any loss or damage arising from the Client’s failure to safeguard account credentials.
5. Scope of Services
The specific Services to be performed for a Client, along with associated fees, timelines, and Deliverables, will be set forth in a proposal, service order, statement of work, or invoice issued by Wafix Technologies and accepted by the Client (each, an “Order”). Each Order is governed by these Terms unless expressly modified in writing and signed by an authorized representative of Wafix Technologies. Wafix Technologies reserves the right to subcontract portions of the Services to qualified third parties while remaining responsible for the overall performance of the Services.
6. Client Responsibilities
The Client agrees to: (a) provide timely, accurate, and complete information, content, access credentials, and materials reasonably necessary for Wafix Technologies to perform the Services; (b) designate an authorized point of contact with decision-making authority for approvals and feedback; (c) review and respond to draft Deliverables and requests for feedback within the timeframes specified in the applicable Order or, absent such specification, within a commercially reasonable time; (d) ensure that any content, trademarks, or materials provided by the Client for use in the Services do not infringe the intellectual property or other rights of any third party; and (e) make payments in accordance with Section 9. Delays caused by the Client’s failure to fulfill these responsibilities may result in corresponding delays to project timelines without liability to Wafix Technologies.
7. Project Timelines
Estimated timelines provided in an Order are good-faith estimates based on the scope of work known at the time and the Client’s timely cooperation. Timelines are not guaranteed delivery dates unless expressly designated as such in a signed Order, and may be extended due to Client delays, scope changes, third-party dependencies (such as app store review or domain registrar processing), or circumstances described in Section 33 (Force Majeure). Wafix Technologies will use commercially reasonable efforts to notify the Client of any material anticipated delay.
8. Revisions Policy
Each Order will specify the number of revision rounds included within the quoted fee, if any. Revisions requested beyond the included rounds, or revisions requested after Deliverables have been approved by the Client, will be treated as new work and billed at Wafix Technologies’ then-current hourly or project rate. Requests that constitute a material change in scope, direction, or specifications from the original brief will be treated as a change order requiring the Client’s written approval of any additional fees and timeline adjustments before work proceeds.
9. Payments
9.1 General. Fees for Services are as set forth in the applicable Order. Unless otherwise specified, invoices are due upon receipt or within the payment terms stated on the invoice.
9.2 Deposits. Wafix Technologies may require an upfront deposit, typically ranging from thirty percent (30%) to fifty percent (50%) of the total project fee, before commencing work on a project-based engagement. Deposits are non-refundable once work has commenced, except as otherwise provided in Section 12 (Refund Policy).
9.3 Recurring Billing. For subscription-based Services, including hosting, maintenance, retainer-based marketing, or ongoing support, the Client authorizes Wafix Technologies to charge the applicable recurring fee to the Client’s payment method on file on each renewal date until the Client cancels in accordance with Section 13. Wafix Technologies will provide reasonable advance notice of any change to recurring fees.
9.4 Late Payments. Invoices not paid by their due date will accrue a late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, on the outstanding balance. Wafix Technologies reserves the right to suspend Services, including access to hosting or live websites, for accounts more than fifteen (15) days past due, subject to Section 31 (Suspension).
9.5 Taxes. Fees quoted are exclusive of applicable sales, use, value-added, goods and services, or similar taxes, which shall be the Client’s responsibility unless Wafix Technologies is required by law to collect such taxes, in which case they will be added to the invoice.
9.6 Currency. Unless otherwise specified in the applicable Order, all fees are quoted and payable in United States Dollars (USD). Clients paying from outside the United States are responsible for any currency conversion fees, wire fees, or intermediary bank charges.
9.7 Chargebacks. The Client agrees not to initiate a chargeback or payment dispute with its bank or card issuer for Services that have been performed or are in progress, and instead to first contact Wafix Technologies to resolve any billing concern in good faith. Wafix Technologies reserves the right to contest any chargeback with supporting documentation, to suspend Services pending resolution of a disputed chargeback, and to recover the costs of a successful chargeback dispute, including any chargeback fees imposed by the Payment Processor, from the Client.
10. Refund Policy
Except as expressly stated in an Order or as required by applicable consumer protection law, fees paid for Services already performed, including deposits, hourly work, and completed milestones, are non-refundable. Where a project is cancelled by the Client prior to completion, Wafix Technologies will invoice for, or retain from the deposit, the value of work performed and expenses incurred up to the date of cancellation, and will refund any remaining unearned balance within thirty (30) days. Refunds, where applicable, will be issued to the original payment method used.
11. Cancellation Policy
Either party may terminate an ongoing Order for convenience upon thirty (30) days’ prior written notice, unless a different notice period is specified in the applicable Order. Upon cancellation, the Client remains responsible for payment for all Services performed, and expenses incurred, through the effective date of termination. Cancellation of recurring Services (such as hosting or retainer marketing) will take effect at the end of the then-current billing cycle unless otherwise agreed in writing.
12. Intellectual Property
12.1 Client Materials. The Client retains all right, title, and interest in materials it provides to Wafix Technologies, including logos, trademarks, copy, and pre-existing content (“Client Materials”), and grants Wafix Technologies a limited, non-exclusive license to use, reproduce, and modify Client Materials solely as necessary to perform the Services.
12.2 Deliverables. Upon full payment of all fees due for a given Order, Wafix Technologies assigns to the Client all right, title, and interest in the final Deliverables created specifically for that Client under that Order, excluding any Pre-Existing IP and Third-Party Components described below. Ownership of Deliverables does not transfer until payment in full has been received; prior to full payment, Wafix Technologies grants the Client a limited license to use draft Deliverables solely for internal review purposes.
12.3 Pre-Existing IP. Wafix Technologies retains ownership of all pre-existing tools, frameworks, templates, code libraries, methodologies, know-how, and other intellectual property developed prior to or independently of the applicable Order (“Pre-Existing IP”), and grants the Client a perpetual, non-exclusive, royalty-free license to use any Pre-Existing IP incorporated into the Deliverables solely as part of the Deliverables.
12.4 Third-Party Components. Deliverables may incorporate third-party software, open-source components, stock assets, fonts, or plugins (“Third-Party Components”), which remain subject to their respective third-party licenses. Wafix Technologies will use commercially reasonable efforts to identify material Third-Party Components and their associated license terms to the Client.
12.5 Licensing. Except as expressly set forth in this Section, no license or other right in any intellectual property is granted by implication, estoppel, or otherwise.
13. Portfolio Rights
Unless the Client requests confidentiality in writing and Wafix Technologies agrees in writing, the Client grants Wafix Technologies a non-exclusive, royalty-free, worldwide license to display, reference, and describe completed Deliverables, project outcomes, and the Client’s name and logo in Wafix Technologies’ portfolio, case studies, website, social media, proposals to prospective clients, and marketing materials.
14. Confidentiality and Non-Disclosure
14.1 Definition. “Confidential Information” means any non-public information disclosed by one party to the other in connection with the Services, including business plans, financial information, technical data, source code, and Client Materials not otherwise publicly available, but excluding information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed without reference to the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
14.2 Obligations. Each party agrees to: (a) use the other party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care; and (c) not disclose such Confidential Information to any third party except to employees, contractors, or agents who need to know it to perform this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section.
14.3 Compelled Disclosure. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other party prompt notice (where legally permitted) to allow the other party to seek a protective order.
14.4 Survival. The obligations in this Section 14 shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
15. Acceptable Use
The Client agrees not to use the Services to: (a) upload, transmit, or request the creation of content that is unlawful, defamatory, obscene, fraudulent, or infringing of any third party’s intellectual property or other rights; (b) violate any applicable law or regulation, including export control, anti-money laundering, or sanctions laws; (c) transmit malware, conduct denial-of-service attacks, or otherwise compromise the security or integrity of any system; (d) engage in spamming, phishing, or other deceptive electronic communications; (e) reverse engineer, decompile, or attempt to derive the source code of any proprietary Wafix Technologies tool not licensed for such use; or (f) resell or sublicense the Services without Wafix Technologies’ prior written consent.
16. Prohibited Activities
In addition to the restrictions in Section 15, the Client shall not use the Services to develop, promote, or operate any business engaged in illegal gambling, the sale of illegal substances, counterfeit goods, adult content involving minors, terrorism, or any other activity prohibited under applicable law or under the acceptable use policies of Wafix Technologies’ Third-Party Service Providers, including Payment Processors and hosting providers. Wafix Technologies reserves the right to suspend or terminate Services immediately, without refund, upon discovery of any Prohibited Activity.
17. Third-Party Services
The Services may involve the use of, or integration with, third-party platforms, plugins, APIs, payment gateways, hosting providers, domain registrars, and other third-party services (collectively, “Third-Party Platforms”). Wafix Technologies does not control and is not responsible for the availability, security, functionality, pricing, or terms of use of any Third-Party Platform. The Client’s use of any Third-Party Platform is subject to that platform’s own terms of service and privacy policy, and any dispute regarding a Third-Party Platform must be resolved directly with that provider.
18. Hosting Disclaimer
Where Wafix Technologies provides or arranges hosting services on the Client’s behalf, Wafix Technologies will use commercially reasonable efforts to maintain reasonable uptime, but does not guarantee uninterrupted or error-free hosting. Wafix Technologies is not liable for downtime, data loss, or service interruptions caused by the underlying hosting infrastructure provider, denial-of-service attacks, internet outages, or other causes beyond Wafix Technologies’ reasonable control. The Client is responsible for maintaining independent backups of critical data unless a backup service is expressly included in the applicable Order.
19. Domain Registration Disclaimer
Where Wafix Technologies assists with domain name registration or renewal on the Client’s behalf, such registration is subject to the terms and policies of the applicable domain registrar and the relevant top-level domain registry. Wafix Technologies is not responsible for domain disputes, registrar errors, delays in propagation, or loss of a domain due to the Client’s failure to timely approve renewal charges. The Client is responsible for promptly providing accurate registrant information and for renewing domains directly if Wafix Technologies’ management services are terminated.
20. No Guaranteed Results
The Client acknowledges that SEO, digital marketing, social media marketing, paid advertising (including Google Ads and Facebook/Meta Ads), and related Services are inherently dependent on factors outside Wafix Technologies’ control, including third-party search engine and advertising platform algorithms, market competition, and industry conditions. Wafix Technologies does not guarantee any specific search ranking, traffic volume, conversion rate, return on advertising spend, follower count, or other performance metric. Any projections, estimates, or benchmarks provided by Wafix Technologies are illustrative only and are not a warranty or guarantee of results.
21. AI Generated Content Disclaimer
Certain Services may involve the use of artificial intelligence tools to generate or assist in generating content, code, designs, or automation workflows (“AI Generated Content”). The Client acknowledges that AI Generated Content may contain inaccuracies, may not be unique, may resemble content generated for other clients or third parties using similar AI tools, and may be subject to evolving and uncertain intellectual property law regarding the ownership and protectability of AI-generated works. Wafix Technologies does not warrant that AI Generated Content is free of errors, biases, or third-party rights, and recommends that the Client independently review AI Generated Content, particularly code and legal or compliance-related content, before relying on it for critical business purposes. The Client is responsible for ensuring that its use of AI Generated Content complies with applicable law and any third-party AI platform terms.
22. Website and Service Availability
Wafix Technologies does not warrant that any website, application, or hosted service will be available on an uninterrupted, timely, secure, or error-free basis. Scheduled maintenance, third-party outages, force majeure events, and other factors may result in temporary unavailability. Wafix Technologies will use commercially reasonable efforts to provide advance notice of scheduled maintenance where practicable.
23. Support Terms
Technical support is provided in accordance with the scope, response times, and hours specified in the applicable Order or support plan. Absent a specific support agreement, Wafix Technologies provides support during standard business hours on a commercially reasonable, best-efforts basis and reserves the right to bill additional support requests at its then-current hourly rate.
24. Communication Policy
The Client agrees to communicate with Wafix Technologies through the channels designated by Wafix Technologies (which may include email, project management tools, or scheduled calls) and to designate a single authorized point of contact for approvals to avoid conflicting instructions. Wafix Technologies is not responsible for delays caused by unclear, conflicting, or untimely communications from the Client’s personnel.
25. Termination
25.1 Termination for Convenience. Either party may terminate an Order as described in Section 11.
25.2 Termination for Cause. Either party may terminate this Agreement or an Order immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business; or (c) engages in a Prohibited Activity described in Section 16.
25.3 Effect of Termination. Upon termination, the Client shall pay for all Services performed and expenses incurred through the effective date of termination. Sections that by their nature should survive termination, including Sections 9, 12, 13, 14, 26, 27, 28, 32, 34, 35, and 36, shall survive.
26. Suspension
Wafix Technologies may suspend access to the Services, including hosted websites or applications, without liability, in the event of: (a) non-payment as described in Section 9.4; (b) a suspected security incident or breach; (c) a suspected Prohibited Activity; or (d) a requirement imposed by a Third-Party Service Provider or applicable law. Wafix Technologies will use commercially reasonable efforts to notify the Client promptly of any suspension and the steps required to restore Services.
27. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL Wafix Technologies’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO Wafix Technologies FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; AND (B) IN NO EVENT SHALL Wafix Technologies BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF Wafix Technologies HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH DAMAGES ARE SOUGHT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE CLIENT.
28. Indemnification
The Client agrees to defend, indemnify, and hold harmless Wafix Technologies, its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) the Client Materials or Client’s use of the Services in violation of this Agreement or applicable law; (b) any content, product, or service offered by the Client to its own customers or users; (c) the Client’s breach of any representation, warranty, or obligation under this Agreement; or (d) the Client’s infringement of any third-party intellectual property or other right. Wafix Technologies agrees to indemnify the Client against third-party claims that the final Deliverables, as delivered by Wafix Technologies and used in accordance with this Agreement, willfully infringe a third party’s United States copyright or trademark, excluding claims arising from Client Materials, Third-Party Components, AI Generated Content, or modifications made by the Client or any third party.
29. Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Wafix Technologies DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RESULTS, INCLUDING MARKETING OR SEO RESULTS, WILL BE ACHIEVED.
30. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, governmental action, labor disputes, internet or utility failures, or failures of Third-Party Service Providers. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact of the force majeure event.
31. Compliance with Laws
Each party shall comply with all applicable laws and regulations in connection with its performance under this Agreement, including data protection, consumer protection, advertising, tax, and electronic communications laws applicable to its respective jurisdiction and business activities.
32. Export Control and Sanctions
The Client represents and warrants that it is not: (a) located in, or a national or resident of, any country subject to comprehensive United States trade sanctions or embargo; or (b) identified on the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of Commerce’s Denied Persons or Entity List, or any comparable restricted party list maintained by the United Kingdom, European Union, Australia, or United Nations. The Client agrees not to use the Services in violation of any applicable export control or economic sanctions law, and Wafix Technologies reserves the right to immediately suspend or terminate Services to any Client found to be in violation of this Section, or where required to comply with applicable sanctions or export control law.
33. Dispute Resolution
The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between authorized representatives within thirty (30) days of written notice of the dispute. If the dispute is not resolved through negotiation, the parties agree to submit the dispute to binding arbitration as described in Section 34, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
34. Binding Arbitration and Class Action Waiver
34.1 Arbitration. Except as provided in Section 33, any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be resolved by final and binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator, with the seat of arbitration and governing procedural law as specified in the applicable Order or, absent such specification, in the jurisdiction identified in Section 35. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
34.2 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS SHALL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found to be unenforceable as to a particular claim or dispute, that claim or dispute shall proceed in a court of competent jurisdiction rather than in arbitration, and all other claims shall remain subject to arbitration.
34.3 Consumer Exception. Where applicable law does not permit mandatory pre-dispute arbitration or class action waivers for a particular Client (for example, certain individual consumer transactions in specific jurisdictions), this Section 34 shall apply only to the extent permitted by such law.
35. Governing Law
This Agreement and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles, except where applicable mandatory consumer protection law of the Client’s home jurisdiction requires the application of local law, in which case such local law shall apply solely to the extent required.
36. Severability
If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remaining provisions of this Agreement shall remain in full force and effect.
37. Entire Agreement
This Agreement, including these Terms, our Privacy Policy, and any applicable Order, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral. In the event of a conflict between these Terms and a specific Order, the terms of the Order shall govern solely with respect to the specific subject matter addressed therein.
38. Electronic Acceptance
The Client agrees that its electronic acceptance of an Order, proposal, or these Terms, including by clicking “I Agree,” submitting payment, or signing via an electronic signature platform, constitutes a legally binding acceptance to the same extent as a handwritten signature, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”) and comparable laws in applicable jurisdictions.