TERMS & CONDITIONS

1. ACCEPTANCE OF TERMS

These Terms and Conditions (“Terms,” “Agreement”) constitute a legally binding contract between you (“Client,” “you,” “your”) and QX137, a proprietary technology platform owned and operated by its founder(s) (“Company,” “QX137,” “we,” “us,” “our”), with its registered office in New Delhi, India.

By accessing, registering on, or using the QX137 Platform, or by engaging our Services in any manner, you irrevocably agree to be bound by these Terms, our Privacy Policy, and any additional terms and policies referenced herein. If you do not agree to these Terms, you must immediately cease use of the Platform and all Services.

These Terms shall apply to all past, present, and future interactions with QX137, including but not limited to website development, content creation, social media automation, AI-powered services, and any other services provided by QX137.

2. DESCRIPTION OF SERVICES

QX137 provides the following services (collectively, “Services”):

• Custom website design and development using React/Next.js framework
• AI-powered content generation, SEO optimization, and GEO/AEO structuring
• Social media automation (Instagram, WhatsApp) including auto-replies, auto-posting, and lead management
• Website hosting, deployment, and maintenance advisory
• Domain advisory and configuration assistance
• Design revision management within agreed limits
• Any other services as agreed upon between QX137 and the Client

QX137 reserves the right to modify, update, discontinue, or add to its Services at any time without prior notice.

3. PRICING, PAYMENT & REFUND POLICY

3.1 Pricing

All prices are quoted in Indian Rupees (INR) unless explicitly stated otherwise. Current standard pricing starts at ₹9,999 per website project, subject to change at QX137's sole discretion. Custom quotes may be provided for complex projects and additional services.

3.2 Payment Terms

• An advance payment of ₹5,000 (or 50% of project value, whichever is higher) is required before design or development work commences.
• The remaining balance must be paid before the website is deployed to production/live environment.
• Payments may be made via bank transfer, UPI, or any payment method accepted by QX137.
• All payments are inclusive of applicable taxes unless stated otherwise.
• Delayed payments beyond 7 days of the due date may incur a late fee of 2% per month on the outstanding amount.

3.3 Refund Policy

All payments made to QX137 are strictly non-refundable. This includes advance payments, milestone payments, and full payments. Once a project is initiated and work has commenced, no refund will be issued under any circumstances, including but not limited to:

• Change of mind or business direction by the Client
• Client's failure to provide required information or content
• Client's dissatisfaction with design choices (subject to revision limits)
• Project cancellation or abandonment by the Client
• Force majeure events

4. DELIVERY & TIMELINES

QX137 targets delivery within 72 hours for standard projects from the time all required information, content, and advance payment are received. However, this is an estimated timeline and not a guaranteed delivery date.

Delivery timelines may be extended due to:

• Delays in receiving required content, assets, or information from the Client
• Excessive revision requests beyond the agreed limit
• Technical complexities discovered during development
• Force majeure events
• Third-party dependencies (domain registrars, hosting providers, etc.)

QX137 shall not be liable for any losses, damages, or consequential harm arising from delayed delivery.

5. CLIENT RESPONSIBILITIES

The Client agrees to:

• Provide accurate and complete business information through the onboarding form
• Provide all required content (text, images, logos, branding assets) in a timely manner
• Respond to queries and review requests within 48 hours
• Ensure all content provided is legally owned or licensed by the Client
• Not provide any content that infringes third-party intellectual property rights
• Maintain confidentiality of login credentials and account access
• Make payments as per the agreed schedule

QX137 shall not be responsible for any delays, errors, or issues arising from the Client's failure to fulfill these responsibilities.

6. INTELLECTUAL PROPERTY & OWNERSHIP

6.1 QX137 Property

The following shall remain the exclusive intellectual property of QX137 at all times:

• The QX137 platform, codebase, templates, frameworks, design systems, and all underlying technology
• AI models, prompt engineering systems, content generation algorithms, and training data
• Proprietary tools, automation workflows, scripts, and internal processes
• The QX137 brand name, logo, trademarks, and all associated intellectual property
• Any reusable code, components, libraries, or tools developed during the course of any project
• Administrative dashboards, CRM systems, analytics tools, and backend infrastructure

6.2 Client Website License

Upon full payment, the Client receives a non-exclusive, non-transferable, revocable license to use the delivered website for their business purposes. This license does not constitute ownership of the source code, design system, or any QX137 proprietary technology embedded in the website.

QX137 retains the right to reuse any code patterns, design approaches, templates, and technical solutions developed for Client projects in future projects for other clients.

6.3 Portfolio & Marketing License

By engaging QX137's Services, the Client grants QX137 an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license to:

• Display the Client's website, business name, logo, and project details on QX137's portfolio, marketing materials, case studies, and promotional content
• Use screenshots, live embeds, and descriptions of the Client's website for marketing purposes
• Use the Client's name, testimonials, and reviews in QX137's marketing and promotional activities
• Use the Client's email address, phone number, and WhatsApp number for QX137's service communications and promotional purposes
• Reference the Client's project in pitches, proposals, and business development activities

This marketing license survives termination of the Client relationship, project completion, or account deletion. The Client waives any right to revoke this license once Services have been rendered.

6.4 Client Content

The Client retains ownership of their original content (business information, text, images) provided to QX137. However, any content generated by QX137's AI systems or created by QX137's team shall be jointly owned, with QX137 retaining the right to reuse, modify, or derive works from such content.

7. REVISIONS & MODIFICATIONS

Each project includes a limited number of design revisions as specified in the project scope (default: 3 revisions). Additional revisions beyond this limit may be charged at QX137's prevailing rates.

• Revision requests must be submitted through the QX137 platform dashboard
• Each revision request must be clear, specific, and actionable
• Revisions are limited to design changes and minor content updates — structural overhauls, feature additions, or scope changes constitute a new project
• QX137 reserves the right to determine what constitutes a “revision” vs. a “new requirement”

8. CANCELLATION & TERMINATION

8.1 Client Cancellation

The Client may cancel a project at any time by providing written notice. However, all payments made prior to cancellation are non-refundable, and the Client shall remain liable for any outstanding balance for work already completed.

8.2 QX137 Termination Rights

QX137 reserves the right to terminate any project or Client relationship immediately, without refund, if:

• The Client breaches any provision of these Terms
• The Client provides false, misleading, or illegal content
• The Client's conduct is abusive, threatening, or harassing toward QX137 team members
• The Client fails to make payment within 14 days of the due date
• The Client's business or content promotes illegal activities, hate speech, or violates applicable law
• QX137 determines, in its sole discretion, that continuing the engagement is detrimental to its interests

8.3 Post-Termination

Upon termination: (a) all licenses granted to the Client are immediately revoked; (b) QX137 may take down the Client's website from any hosting under QX137's control; (c) the portfolio and marketing license granted to QX137 survives termination; (d) the Client remains liable for any outstanding payments.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• QX137's total aggregate liability for any and all claims arising out of or related to these Terms or the Services shall not exceed the total amount paid by the Client to QX137 in the 3 months immediately preceding the claim.
• QX137 shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings, regardless of the cause of action or theory of liability.
• QX137 shall not be liable for any damages arising from: the Client's misuse of the website; third-party actions; hacking, security breaches, or data loss; website downtime due to hosting or infrastructure providers; changes in search engine algorithms affecting SEO rankings; or social media platform policy changes affecting automation services.
• QX137 provides Services “AS IS” and “AS AVAILABLE” without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted service.

10. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless QX137, its founders, directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• The Client's breach of these Terms
• The Client's misuse of the Services or Platform
• Content provided by the Client that infringes third-party rights
• The Client's business activities conducted through the website built by QX137
• Any third-party claims arising from the Client's use of the website
• False or misleading information provided by the Client
• Violation of any applicable law or regulation by the Client

11. CONFIDENTIALITY

Both parties agree to maintain confidentiality of proprietary and sensitive information exchanged during the engagement. However, this obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed by the receiving party
• Is required to be disclosed by law or court order
• Is used by QX137 for portfolio, marketing, or promotional purposes as permitted under Section 6.3

12. SOCIAL MEDIA & AUTOMATION SERVICES

If the Client opts into QX137's social media automation services (Instagram, WhatsApp, etc.), the following additional terms apply:

• QX137 acts as a service provider and is not responsible for the Client's compliance with Meta's, WhatsApp's, or any other platform's terms of service.
• The Client is solely responsible for ensuring their Instagram/WhatsApp accounts are eligible for automation and API access.
• QX137 is not liable for account suspensions, restrictions, or bans imposed by social media platforms.
• Automated responses generated by AI are provided on a best-effort basis and QX137 is not liable for inaccurate, inappropriate, or unintended AI-generated content.
• The Client authorizes QX137 to send messages, reply to comments, and post content on the Client's behalf through connected accounts.

13. NON-SOLICITATION & NON-COMPETITION

During the term of engagement and for a period of 12 months after completion of Services, the Client agrees not to directly or indirectly solicit, hire, or engage any QX137 team member, contractor, or freelancer who was involved in the Client's project, for services that compete with QX137's offerings.

14. FORCE MAJEURE

QX137 shall not be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, government actions, internet outages, power failures, hosting provider failures, cyberattacks, or any other force majeure events.

15. DISPUTE RESOLUTION

15.1 Negotiation

In the event of any dispute, the parties shall first attempt to resolve it through good-faith negotiation within 30 days of written notice.

15.2 Arbitration

If negotiation fails, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator appointed by QX137. The seat of arbitration shall be New Delhi, India. The language of arbitration shall be English. The arbitrator's decision shall be final and binding on both parties.

15.3 Injunctive Relief

Notwithstanding the above, QX137 may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

16. GOVERNING LAW & JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Subject to the arbitration clause above, any legal proceedings shall be filed exclusively in the courts of competent jurisdiction in New Delhi, India. The Client irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue or inconvenient forum.

17. SEVERABILITY

If any provision of these Terms is held to be 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 while preserving the original intent.

18. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy and any project-specific agreements, constitute the entire agreement between the Client and QX137 and supersede all prior negotiations, representations, warranties, and agreements. No modification or amendment shall be effective unless in writing and signed by an authorized representative of QX137.

19. WAIVER

The failure of QX137 to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any default shall not constitute a waiver of any subsequent default.

20. CONTACT INFORMATION

For questions about these Terms or to provide legal notices: