These Terms and Conditions (“Terms”) govern the use of the website, services, and deliverables provided by Genesis Web Sols (“Company”, “we”, “us”, or “our”), located at 28 Lakeward Ave, Congers, NY 10920, USA. By accessing our website, requesting a quotation, or engaging us for any service, you (“Client”, “you”) agree to be bound by these Terms. If you do not agree, please do not use our website or services.

1. Definitions

• Services — web design and development, software and application development, e‑commerce solutions, hosting and maintenance, digital marketing, SEO, IT consulting, and any related work we agree to perform.
• Deliverables — websites, applications, source code, designs, documentation, content, and any other materials produced for you.
• Proposal — the written quotation, statement of work, or order form describing scope, price, and timeline.
• Agreement — these Terms together with the accepted Proposal. Where the two conflict, the Proposal prevails.

2. Services and Scope

We will provide the Services described in the accepted Proposal with reasonable skill and care, in accordance with generally accepted industry standards. Anything not expressly listed in the Proposal is outside the agreed scope.

Requests that fall outside the agreed scope (“change requests”) will be quoted separately and will only proceed once you approve them in writing. Change requests may affect the project timeline and cost.

3. Quotations and Acceptance

Quotations are valid for thirty (30) days from the date of issue unless stated otherwise. A project is considered confirmed only when you accept the Proposal in writing (email is sufficient) and the required deposit has been received.

4. Fees, Payment, and Late Charges

• Unless the Proposal states otherwise, a deposit of fifty percent (50%) of the total project fee is payable before work commences, with the balance due on completion and prior to final delivery or deployment to a live environment.
• Invoices are payable within seven (7) days of the invoice date.
• All fees are quoted in US Dollars (USD) and are exclusive of applicable taxes, duties, bank charges, and third‑party costs, which are your responsibility.
• Recurring services (hosting, maintenance, retainers, subscriptions) are billed in advance on a monthly or annual cycle and renew automatically unless cancelled in writing at least thirty (30) days before the renewal date.
• Overdue amounts may accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower). We may suspend work, withhold deliverables, or disable access to hosted services while an account remains overdue, and you remain liable for the outstanding balance and reasonable collection costs.

5. Client Responsibilities

Timely delivery depends on your cooperation. You agree to:

• Provide all content, text, images, logos, credentials, and access required for the project in a usable format;
• Nominate a single point of contact authorized to approve work and provide consolidated feedback;
• Respond to requests for information, approvals, or feedback within a reasonable period;
• Ensure that any material you supply is accurate, lawful, and that you hold all necessary rights and licences for its use.

We are not liable for delays or additional costs caused by late, incomplete, or inaccurate information. A project inactive for more than thirty (30) days due to lack of client response may be placed on hold, and resuming it may require a reactivation fee and rescheduling.

6. Timelines

Project timelines are good‑faith estimates based on the agreed scope and your timely cooperation. They are not guaranteed completion dates and do not constitute a condition of this Agreement unless expressly stated in the Proposal.

7. Revisions, Testing, and Acceptance

The Proposal specifies the number of revision rounds included. Additional revisions, or revisions requested after a stage has been approved, are chargeable at our prevailing hourly rate.

On delivery you have fourteen (14) days to review and report any defect that causes the Deliverable to materially depart from the Proposal. We will correct verified defects at no charge. If no written notice is received within that period, the Deliverable is deemed accepted.

8. Intellectual Property

8.1 Your materials. You retain ownership of all content, trademarks, and materials you supply, and you grant us a non‑exclusive licence to use them for the purpose of performing the Services.

8.2 Deliverables. Upon receipt of full payment, we assign to you the intellectual property rights in the final Deliverables created specifically for you under the Proposal.

8.3 Our retained materials. We retain all rights in our pre‑existing materials, frameworks, libraries, code components, tools, know‑how, and development methods, including any we incorporate into the Deliverables. We grant you a perpetual, non‑exclusive, non‑transferable licence to use those retained materials solely as part of the Deliverables. Source files, working files, and unused concepts remain our property unless the Proposal states otherwise.

8.4 Portfolio rights. Unless you tell us otherwise in writing, we may display the completed work and reference your name and logo in our portfolio, case studies, and marketing materials.

9. Third‑Party Products and Services

Projects may incorporate third‑party components such as hosting, domain registration, plugins, themes, APIs, payment gateways, SSL certificates, fonts, and stock media. These are governed by their own licences and terms, and their costs are your responsibility unless the Proposal includes them. We are not responsible for changes to, interruption of, price increases in, or discontinuation of third‑party products and services.

10. Hosting, Maintenance, and Support

Where we provide hosting or maintenance, the specific inclusions, response times, and exclusions are set out in the relevant plan. Unless expressly agreed, we do not guarantee uninterrupted availability, and we are not responsible for loss of data. You are advised to maintain your own independent backups.

Support does not cover issues caused by your own modifications, third‑party interference, malware resulting from insecure credentials, or use of the Deliverables outside their intended purpose. Such work is chargeable.

11. Confidentiality

Each party will keep confidential any non‑public information disclosed by the other in connection with the Services and will use it only for the purposes of this Agreement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law. It survives termination of this Agreement.

12. Data Protection and Privacy

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf, we do so on your documented instructions and apply appropriate technical and organizational security measures. You are responsible for ensuring that you have a lawful basis for any personal data you provide to us and for your own compliance obligations with respect to your users.

13. Acceptable Use

You may not use our website, Services, or Deliverables to transmit unlawful, infringing, defamatory, or malicious material; to distribute spam or malware; to attempt unauthorized access to any system; or for any purpose that breaches applicable law. We may suspend or terminate Services immediately for breach of this clause.

14. Warranties and Disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner. Except as expressly stated in these Terms, the website, Services, and Deliverables are provided “as is” and “as available”, and we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement.

We do not warrant that software will be error‑free or uninterrupted, that all defects can be corrected, or that any particular business result, search engine ranking, traffic volume, conversion rate, or revenue outcome will be achieved.

15. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or data, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to this Agreement will not exceed the total fees actually paid by you to us for the specific Services giving rise to the claim during the twelve (12) months preceding the event. Nothing in these Terms excludes liability that cannot be excluded by law, including liability for fraud or for death or personal injury caused by negligence.

16. Indemnification

You agree to indemnify and hold harmless Genesis Web Sols, its officers, employees, and contractors from any claims, damages, liabilities, and reasonable legal costs arising from: (a) content or materials you supplied; (b) your use of the Deliverables in breach of these Terms or applicable law; or (c) your infringement of any third‑party rights.

17. Termination

Either party may terminate the Agreement on thirty (30) days’ written notice. Either party may terminate immediately if the other commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent.

On termination, you must pay for all work performed and expenses incurred up to the termination date. Deposits are non‑refundable. Rights in Deliverables do not transfer until all outstanding amounts have been paid in full.

18. Refunds

Because our Services are customized and labour‑based, fees for work already performed are non‑refundable. Where a project is cancelled before completion, we will invoice for work completed to date and, at our discretion, refund any unearned balance. Recurring subscription fees already paid for the current billing period are non‑refundable.

19. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, labour disputes, governmental action, power or internet outages, cyber‑attacks, or failures of third‑party providers.

20. Independent Contractor and Non‑Solicitation

We act as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. During the engagement and for twelve (12) months afterwards, you agree not to directly solicit or employ any of our personnel assigned to your project without our prior written consent.

21. Governing Law and Disputes

This Agreement is governed by the laws of the State of New York, USA, without regard to its conflict of law principles. The parties agree to attempt in good faith to resolve any dispute through negotiation. Failing that, the parties submit to the exclusive jurisdiction of the state and federal courts located in Rockland County, New York.

22. Changes to These Terms

We may update these Terms from time to time. The revised version takes effect when published on our website with an updated “Last updated” date. Changes do not apply retroactively to projects already confirmed. Continued use of our website or Services after publication constitutes acceptance.

23. General

If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force. A failure to enforce any right is not a waiver of that right. You may not assign this Agreement without our written consent. These Terms, together with the Proposal and Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions.

24. Contact Us