1.Definitions and Interpretation
- 1.1In these Terms, unless the context requires otherwise:
- "LiveSite", "we", "us" and "our" mean the web design, development and maintenance business operated under the name LiveSite by Shubham, an individual carrying on business as a sole proprietor in India, together with his lawful successors and permitted assigns;
- "Client", "you" and "your" mean any individual, proprietorship, partnership, company, limited liability partnership, trust or other entity that submits an enquiry to, requests a quotation from, or engages LiveSite;
- "Visitor" means any person who accesses or browses this website, whether or not that person becomes a Client;
- "Website" means the LiveSite website available at livesite.shop and every page, sub-page and sub-domain forming part of it;
- "Services" means the design, development, configuration, launch, hosting-assistance, domain-pointing, maintenance, support, consulting and related services that LiveSite agrees in writing to provide;
- "Deliverables" means the website, files, code, designs, graphics and other materials that LiveSite creates and hands over to the Client under a Proposal;
- "Proposal" means a written quotation, estimate, scope note, invoice, message or e-mail that sets out the Services, fees and timelines and that the Client has accepted in writing or by conduct;
- "Client Materials" means all text, images, logos, trademarks, data, videos, product information, credentials and other content supplied by or on behalf of the Client;
- "Applicable Law" means all laws, statutes, rules, regulations, orders, notifications and binding directions in force in India from time to time, and, where relevant to the Client's activities, the laws of any other jurisdiction that applies to them;
- "Fees" means the sums payable by the Client for the Services as stated in the Proposal, together with applicable taxes.
- 1.2Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation". References to a statute include that statute as amended, re-enacted or replaced from time to time, and any rules made under it.
- 1.3These Terms, together with the accepted Proposal, constitute the entire agreement between you and LiveSite. If a Proposal expressly conflicts with these Terms, the Proposal prevails only on the specific point it expressly addresses.
2.Acceptance, Eligibility and Electronic Contract
- 2.1You may engage the Services only if you are at least eighteen (18) years of age, are competent to contract under the Indian Contract Act, 1872, and, where you act for an organisation, are duly authorised to bind that organisation. You represent that this is so each time you submit an enquiry or accept a Proposal.
- 2.2These Terms are an electronic record and a valid and binding contract within the meaning of the Information Technology Act, 2000 (including Section 10A). No physical or digital signature is required. Your acceptance may be given by written confirmation, e-mail, WhatsApp or other message, payment of any amount, supply of Client Materials, or any other conduct showing assent.
- 2.3Submission of an enquiry does not by itself create an obligation on LiveSite to accept the engagement. LiveSite may, in its sole discretion and without giving reasons, decline any enquiry or project.
- 2.4We may revise these Terms from time to time. The revised Terms take effect on the date shown at the top of this page. Projects already under a Proposal continue on the Terms in force at the time of that Proposal unless both parties agree otherwise in writing. Continued use of the Website after a revision constitutes acceptance of it.
3.The Services and Scope of Work
- 3.1LiveSite provides the Services in the tiers and on the terms described on the Website (currently described as Basic, Intermediate and Advanced) or as otherwise recorded in the Proposal. Descriptions on the Website are summaries only; the accepted Proposal is the definitive statement of scope.
- 3.2The Services are limited to those expressly stated in the Proposal. Anything not expressly stated is outside scope, including, without limitation: copywriting, photography, videography, logo or brand design, content entry, product uploads, legal documents, search-engine or social-media marketing, paid advertising, third-party licences and subscriptions, domain and hosting charges, and ongoing maintenance beyond the period stated.
- 3.3Any request that adds to, or alters, the agreed scope (a "Change Request") will be treated as additional work. LiveSite may accept or decline a Change Request and may revise the Fees and timeline accordingly. No Change Request binds LiveSite until confirmed in writing, including by e-mail or message.
- 3.4LiveSite acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties. LiveSite is free to determine the manner and means of performing the Services and to serve other clients, provided the agreed Deliverables are delivered.
- 3.5LiveSite may engage sub-contractors, freelancers or software tools in performing the Services, and remains responsible to the Client for the Deliverables, subject to these Terms.
4.Quotations, Fees, Taxes and Payment
- 4.1Negotiable pricing. Prices shown on the Website are indicative starting points and are negotiable. Only the Fees stated in a Proposal accepted by the Client are binding. Unless the Proposal states otherwise, a Proposal remains valid for fifteen (15) days from the date it is issued. No oral statement, social-media message or informal estimate is binding unless confirmed in a Proposal.
- 4.2Advance and balance. Unless the Proposal states a different schedule, work commences only after receipt of the advance stated in the Proposal, and the balance is payable in full before the website is made live, transferred or handed over. Where no advance is stated, LiveSite may require a reasonable advance before commencing work.
- 4.3Taxes. Fees are exclusive of Goods and Services Tax and any other tax, duty or levy, which are payable by the Client in addition at the rate prevailing under the Central Goods and Services Tax Act, 2017 and allied laws, where applicable. The Client is responsible for any withholding tax deductions required by law and must provide the corresponding certificates; any deduction must not reduce the net amount received by LiveSite below the Fees agreed.
- 4.4Third-party costs. Domain names, hosting, premium themes, plug-ins, stock media, fonts, SMS or WhatsApp business charges, payment-gateway fees, licences and similar items are not included in the Fees unless the Proposal says so. They are payable by the Client directly or by reimbursement, and are generally non-refundable once purchased.
- 4.5Late payment. Invoices are payable within seven (7) days of issue unless the Proposal states otherwise. On any overdue amount LiveSite may charge simple interest at one and one-half per cent (1.5%) per month, or the maximum rate permitted by Applicable Law if lower, from the due date until the date of actual payment. LiveSite may also suspend work and withhold Deliverables, as set out in clause 19.
- 4.6Retention of rights until payment. Title to, and all rights in, the Deliverables (other than those the Client is entitled to under clause 8.2) remain with LiveSite until all Fees due have been received in cleared funds. Until then LiveSite may withhold credentials, source files, domain transfers and access, and may disable or take down any live version of the Deliverables.
- 4.7No set-off. The Client shall pay all sums due without any set-off, counterclaim or deduction, except as required by law.
- 4.8Chargebacks and payment disputes. If the Client raises a bank or card chargeback or disputes a payment after the Services have been performed, the Client must first give LiveSite written notice and a reasonable opportunity to resolve the issue. A chargeback made in bad faith, or in respect of Services duly delivered, is a material breach of these Terms, and LiveSite may recover the disputed sum and its reasonable costs of recovery.
- 4.9Refunds. Refunds are governed exclusively by clause 19.
5.Client Responsibilities and Warranties
- 5.1The Client shall provide, in a timely manner and in a usable format, all Client Materials, information, approvals, feedback and access that LiveSite reasonably requires. Delay or failure by the Client extends the timeline automatically and may result in additional charges.
- 5.2The Client warrants, represents and undertakes on a continuing basis that:
- the Client owns, or holds valid and sufficient licences and permissions to use, all Client Materials, and that their use as instructed will not infringe any copyright, trade mark, design, patent, trade secret, personality or privacy right, or any other right of any person;
- all Client Materials, and the business, products, services and statements to be promoted through the Deliverables, are lawful, accurate, truthful, not misleading and not defamatory;
- the Client holds, and will maintain for as long as the Deliverables are live, every registration, licence, permit and approval that Applicable Law requires for the Client's business, including, where relevant, GST registration, trade or shop licences, FSSAI licence, professional or regulatory registrations, and import or export authorisations;
- the Client has authority to give the instructions it gives, and to bind any organisation on whose behalf it acts;
- all information the Client provides, including identity, business and contact details, is true, complete and current.
- 5.3The Client is solely responsible for the security, confidentiality and proper use of any account, password, hosting panel, registrar login or API key that it holds or shares, and for any act or omission occurring under those credentials after they are issued or shared.
- 5.4The Client is solely responsible for taking and keeping its own independent backup of its content, data and Deliverables, unless a maintenance plan that expressly includes backups has been agreed in writing.
- 5.5The Client is solely responsible for the decisions it takes on the basis of the Deliverables, including pricing, advertising claims, product descriptions, disclaimers, refund and shipping policies, and customer communications published on its website.
6.Timelines and Delivery
- 6.1Delivery periods stated on the Website or in a Proposal are good-faith estimates and not guarantees. Time is not of the essence unless the Proposal expressly states a firm delivery date and the Client has paid all amounts due by the date they were payable.
- 6.2Timelines run from the later of (a) receipt of the advance and (b) receipt of all Client Materials and information reasonably needed to begin. They are automatically extended for any delay caused by the Client, by third parties, by a Change Request, or by an event described in clause 21.
- 6.3Delay by LiveSite shall not entitle the Client to cancel, to withhold Fees or to claim damages, unless the delay exceeds sixty (60) days beyond the agreed date solely because of LiveSite's default, in which case the Client's sole remedy is termination and a refund calculated under clause 19.
- 6.4If the Client does not respond to a request for materials, feedback or approval for thirty (30) consecutive days, LiveSite may treat the project as paused, and may on written notice treat it as abandoned. Amounts paid are then non-refundable to the extent of work performed, and re-activation may attract a re-start fee and a revised timeline.
7.Revisions, Acceptance and Post-Launch Support
- 7.1Revision rounds. The number of revision rounds included is as stated on the Website for the relevant tier or in the Proposal. A "revision round" is one consolidated set of written change requests, within the agreed scope, delivered together. Fragmented, repeated or contradictory requests may be counted as separate rounds. Where "unlimited revisions" is offered, it applies only while the project is being built, only within the agreed scope and design direction, and is subject to reasonable use; it does not extend to a redesign, a change of concept, or new functionality, and it ends upon launch.
- 7.2Additional revisions. Revisions beyond those included are chargeable at rates notified by LiveSite.
- 7.3Acceptance. The Deliverables are deemed accepted on the earliest of: (a) written approval by the Client; (b) the Client making the website live or using it commercially; (c) payment of the final balance; or (d) seven (7) days after LiveSite notifies the Client that the Deliverables are ready for review, if the Client has not by then submitted a written list of material non-conformities with the agreed scope.
- 7.4Post-launch fixes. Where the Website describes free fixes after launch, this means correction, free of charge, of defects in the Deliverables that fail to conform to the agreed scope, reported in writing within thirty (30) days after launch (or such other period as the Proposal states). It does not cover: changes to content or design; new features; issues caused by the Client, third parties, hosting providers, browsers or platform updates; modifications made by anyone other than LiveSite; or loss resulting from the Client's failure to maintain its own security or backups.
- 7.5Maintenance plans. Ongoing maintenance, updates, monitoring or support are provided only under a separate written plan, for the period and on the scope and fees stated in it. Support is provided on a reasonable-efforts basis during ordinary business hours in India, excluding public holidays, and response times are targets only.
8.Intellectual Property
- 8.1Client Materials. As between the parties, the Client retains ownership of Client Materials. The Client grants LiveSite a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify and display Client Materials for the purpose of performing the Services and, subject to clause 8.5, for portfolio purposes.
- 8.2Deliverables. Subject to full payment of all Fees in cleared funds, and subject to clauses 8.3 and 9, LiveSite assigns to the Client, or grants the Client an exclusive, perpetual licence (as the case may be) of, the rights in the bespoke design and bespoke code created specifically for the Client under the Proposal, for use in the Client's own business.
- 8.3Reserved rights. LiveSite retains all rights in its pre-existing materials, know-how, methods, templates, frameworks, snippets, tools, libraries, reusable components and general skills, whether developed before or during the engagement ("Background IP"). To the extent Background IP is incorporated in the Deliverables, LiveSite grants the Client a non-exclusive, perpetual, non-transferable (except together with the Client's business) licence to use it as part of the Deliverables, but not on a standalone basis or to build a competing service.
- 8.4Third-party and open-source components. Third-party and open-source software, fonts, icons, images and libraries remain the property of their respective owners and are licensed under their own terms, which the Client agrees to comply with. LiveSite does not transfer any rights in them.
- 8.5Portfolio and credit. Unless the Client objects in writing before launch, LiveSite may display the Deliverables, screenshots and the Client's name and logo in its portfolio, case studies and promotional material, and may place a discreet credit and link in the footer of the website, which the Client shall not remove without consent. LiveSite will not disclose any confidential business information of the Client as part of such use.
- 8.6LiveSite Website. All content on the Website, including its text, design, graphics, animations, layout, code, logo and the name LiveSite, is owned by or licensed to LiveSite and is protected by the Copyright Act, 1957, the Trade Marks Act, 1999 and other laws. No part may be copied, scraped, reproduced, framed, modified, redistributed or exploited without prior written permission.
9.Use of AI-Assisted Tools and Third-Party Components
- 9.1The Client acknowledges, and LiveSite discloses, that LiveSite uses artificial-intelligence-assisted development and design tools, in combination with human review, to deliver the Services faster and to a higher standard.
- 9.2LiveSite will exercise reasonable professional skill and care in reviewing material produced with the assistance of such tools. However, the Client acknowledges that the legal status of AI-assisted output, including its eligibility for copyright protection under Applicable Law, may be uncertain or unsettled, and LiveSite gives no warranty or assurance of exclusivity, registrability or protectability of any Deliverable in that regard.
- 9.3LiveSite does not knowingly input the Client's confidential information into any tool in a manner that would be inconsistent with clause 15. The Client must tell LiveSite in writing, before work begins, if any Client Materials are so sensitive that they must not be processed by any third-party software tool.
10.Lawful Use and Prohibited Content
- 10.1LiveSite will not design, build, host, promote, maintain or otherwise support any website, page, application or content that is unlawful, and the Client shall not use the Services or the Deliverables, or permit them to be used, for any unlawful purpose.
- 10.2Without limiting clause 10.1, the Client shall not use the Services or Deliverables for, or to publish or facilitate, any of the following:
- fraud, cheating, impersonation, phishing, identity theft, "get-rich-quick" or pyramid or Ponzi schemes, multi-level or chit-fund schemes banned by law, unauthorised deposit-taking, or unregistered or unlicensed financial, investment, banking, insurance, crypto-asset-related or securities services;
- gambling, betting, lotteries, online money gaming or any activity prohibited or restricted by any law governing such activity, including laws of the State of Tamil Nadu or the Union of India;
- content that is obscene, pornographic or sexually explicit, or that depicts or promotes child sexual abuse or exploitation (which is a grave offence under the Protection of Children from Sexual Offences Act, 2012 and the Information Technology Act, 2000);
- narcotic drugs, psychotropic substances, prescription medicines sold without the required licences, tobacco or vaping products where prohibited, weapons, ammunition, explosives, or any other item whose sale or advertisement is prohibited or restricted by law;
- counterfeit, stolen, pirated or smuggled goods, or goods or services that infringe the intellectual-property rights of others;
- misleading medical, health or "miracle cure" claims, and advertisements prohibited by the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 or the Consumer Protection Act, 2019;
- content that promotes hatred or violence, incites an offence, threatens the sovereignty, integrity, security or public order of India, or promotes enmity between groups on grounds of religion, race, caste, place of birth, language or otherwise, or is otherwise punishable under the Bharatiya Nyaya Sanhita, 2023;
- defamation, harassment, stalking, doxxing, non-consensual intimate imagery, or the publication of another person's personal data without lawful basis;
- malware, spyware, ransomware, unauthorised access, scraping in breach of terms, spamming, bulk unsolicited communications, or any other activity prohibited by the Information Technology Act, 2000;
- money laundering, terror financing, sanctions evasion, or any activity forbidden by the Prevention of Money Laundering Act, 2002 or any related law;
- unauthorised use of national emblems, names or symbols, or of government, regulator or institution identities, or false claims of government affiliation or endorsement;
- any content or activity that violates the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, or any other Applicable Law.
- 10.3LiveSite may, in its sole judgement and without liability, refuse, suspend or discontinue any work, remove or disable any Deliverable or content, withhold handover, and terminate the engagement immediately upon written or electronic notice if LiveSite reasonably believes that any content, instruction, or use is or may be unlawful, harmful, or in breach of this clause 10, or upon receipt of any order, direction or request from a court, tribunal, regulator or law-enforcement authority. In any such case the Client is not entitled to a refund of any amount paid, and remains liable for Fees for work done.
- 10.4LiveSite is a service provider that builds what the Client instructs. LiveSite does not review, endorse, verify or approve the legality of the Client's business, products, content or statements, and any act or omission of LiveSite in building, configuring or handing over a website is not an approval of its legality.
11.Regulatory and Legal Compliance of the Client's Business
- 11.1The Client alone is responsible for compliance, in relation to its business and its website once handed over, with all Applicable Law, including, as relevant: the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020 (including seller and grievance-officer disclosures, pricing, return and refund policies, and country-of-origin information); the Digital Personal Data Protection Act, 2023 and the rules made under it; the Information Technology Act, 2000 and rules made under it; the Legal Metrology Act, 2009; the Food Safety and Standards Act, 2006; tax laws; advertising codes; sector-specific regulations; and the laws of any other country in which the Client's website is directed or accessible.
- 11.2The Client is the data fiduciary or controller of all personal data collected through its own website, and is solely responsible for obtaining valid consent, publishing a lawful privacy policy and terms of use, handling cookies and trackers, responding to data-principal requests, and reporting any personal-data breach, as applicable. LiveSite does not provide legal advice, and any template, placeholder or sample text supplied by LiveSite is for convenience only and must be reviewed by the Client's own legal adviser.
- 11.3The Client must ensure that its website carries all disclaimers, disclosures, licences, registrations and notices required by law for its business, and that its refund, shipping, return and cancellation policies are accurate and observed.
- 11.4LiveSite is not responsible for any claim, penalty, fine, prosecution, order or loss that arises from the Client's business, products, services, content, advertising, customers, transactions or non-compliance with any law.
12.Cooperation with Authorities
- 12.1LiveSite will comply with lawful orders, summons, notices and directions issued by any court, tribunal, regulator or competent law-enforcement authority in India, including those made under the Information Technology Act, 2000, the Bharatiya Nagarik Suraksha Sanhita, 2023 and the Bharatiya Nyaya Sanhita, 2023.
- 12.2The Client authorises LiveSite to preserve, and to disclose to the requesting authority, any information, records, communications, credentials, content and logs relating to the Client, the Deliverables and the engagement that LiveSite reasonably believes it is legally required or requested to disclose, without prior notice to the Client where the law or the authority so requires or where notice would be inappropriate.
- 12.3LiveSite may report suspected unlawful activity to the appropriate authority, including suspected offences concerning children, financial fraud, cybercrime and national security, as it considers appropriate or as the law requires.
- 12.4The Client agrees that, as between the parties, any act or omission of LiveSite in good faith compliance with this clause 12 does not give rise to any claim against LiveSite, and that the Client remains solely answerable for its own conduct, content and business.
- 12.5Nothing in these Terms is intended to be, or shall be read as, an agreement, assistance or encouragement by LiveSite in or towards any offence, or as a request that LiveSite act contrary to law.
13.Third-Party Services
- 13.1The Services and Deliverables may depend on or link to third-party services, including domain registrars, hosting and cloud providers, content-delivery networks, payment gateways, form-handling services, e-mail and messaging services (including WhatsApp), analytics, map services, font providers and software libraries (together, "Third-Party Services").
- 13.2Third-Party Services are governed by their own terms and privacy policies, which the Client accepts. LiveSite does not own, control, warrant or accept responsibility for their availability, performance, pricing, security, changes, suspension or discontinuance, or for any loss arising from their use.
- 13.3Domains, hosting accounts and similar assets should be registered in the Client's own name wherever practicable. Where LiveSite registers or holds any such asset on the Client's behalf as a convenience, LiveSite does so as a bare facilitator, may transfer it to the Client upon full payment, and is not liable for renewal lapses, expiry or loss unless it has agreed in writing to manage renewals.
14.Privacy and Data Protection
- 14.1What we collect. When you use the enquiry form on the Website, we collect the information you choose to provide, namely your name, e-mail address, optional phone number, selected website type and the contents of your message. We may also receive routine technical information (such as IP address, device and browser type) through our hosting, form-handling and security providers.
- 14.2Why we use it. We use this information to respond to your enquiry, prepare quotations, perform the Services, send invoices, manage the relationship, prevent fraud and abuse, comply with legal obligations, and establish, exercise or defend legal claims. By submitting the form you consent to such use, as contemplated by the Digital Personal Data Protection Act, 2023.
- 14.3Processors and sharing. The form is processed by a third-party form service (Web3Forms), which forwards submissions to us. We may share information with service providers who help us operate the business, with professional advisers, and with authorities as described in clause 12. We do not sell your personal data.
- 14.4Retention. We retain personal data only for as long as needed for the purposes above, for accounting and tax requirements, and for the period within which a claim may lawfully be made, after which it is deleted or anonymised, unless the law requires longer retention.
- 14.5Your rights. Subject to Applicable Law, you may ask us to access, correct, update or erase your personal data, to withdraw consent, or to raise a grievance, by writing to the address in clause 24. Withdrawal of consent does not affect lawful processing already done, and we may retain data as the law permits or requires.
- 14.6Security. We apply reasonable security safeguards. No method of transmission or storage is completely secure, and we cannot guarantee absolute security. You should not submit highly sensitive information (such as bank, card or government-ID details, or passwords) through the enquiry form.
- 14.7Children. The Website is not directed at persons under eighteen (18) years of age, and we do not knowingly collect their personal data.
- 14.8Communications. By providing your contact details you agree that we may contact you by e-mail, phone, SMS or WhatsApp about your enquiry and the Services. You may ask us to stop non-essential communications at any time.
15.Confidentiality
- 15.1Each party shall keep confidential all non-public business, technical and financial information of the other that is disclosed in connection with the Services and is marked or would reasonably be understood to be confidential ("Confidential Information"), shall use it only to perform or receive the Services, and shall not disclose it except to its personnel and advisers who need to know and are bound by equivalent duties.
- 15.2Confidential Information does not include information that is or becomes public other than by breach of this clause, was lawfully known to the recipient beforehand, is independently developed, or is lawfully received from a third party without restriction.
- 15.3A party may disclose Confidential Information to the extent required by law, court order or authority (including under clause 12), provided that, where lawful and practicable, it gives the other party prompt notice.
- 15.4This clause survives for three (3) years after the end of the engagement, and, for trade secrets, for as long as they remain trade secrets.
16.Disclaimer of Warranties and No Guarantee of Results
- 16.1LiveSite will perform the Services with reasonable skill and care. Except as expressly stated in these Terms, and to the fullest extent permitted by Applicable Law, the Website and the Services are provided "as is" and "as available", and LiveSite disclaims all other warranties, conditions and representations, whether express, implied or statutory, including those of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, and uninterrupted or error-free operation.
- 16.2LiveSite does not warrant or guarantee any particular business outcome, including search-engine ranking or visibility, traffic, enquiries, leads, conversions, sales, revenue, profit, social-media reach, advertising performance, customer behaviour, or return on investment. References on the Website to "Google-ready", "SEO-ready", "lightning-fast", "growth advice" or similar describe technical setup and good-practice, not results.
- 16.3LiveSite does not warrant that a website will be free from every defect or compatible with every device, browser, operating system, assistive technology, or future platform update, or that it will be immune from hacking, malware, denial-of-service attacks, downtime or data loss.
- 16.4Information on the Website is of a general nature, is provided for information only, and does not constitute legal, financial, tax, regulatory or other professional advice. You should obtain independent professional advice for your circumstances.
- 16.5Nothing in this clause excludes any right or remedy that cannot lawfully be excluded, including rights of a consumer under the Consumer Protection Act, 2019.
17.Limitation of Liability
- 17.1To the fullest extent permitted by Applicable Law, LiveSite shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profit, revenue, business, contracts, customers, goodwill, reputation, anticipated savings, data or opportunity, arising out of or in connection with the Website, the Services or the Deliverables, even if advised of the possibility of such loss.
- 17.2The total aggregate liability of LiveSite, and of its proprietor, personnel and agents, arising out of or in connection with any engagement, whatever the cause of action, shall not exceed the lesser of (a) the Fees actually received by LiveSite for the specific Services giving rise to the claim, and (b) the Fees received in the three (3) months preceding the event giving rise to the claim.
- 17.3LiveSite shall not be liable for any loss caused by: the Client's Materials, instructions, acts or omissions; the Client's breach of these Terms or of any law; Third-Party Services; force majeure events; unauthorised access to the Client's accounts; modifications made by anyone other than LiveSite; or the Client's failure to renew domains or hosting, to keep backups, to install updates or to follow reasonable advice.
- 17.4Any claim against LiveSite must be notified in writing, with reasonable details, within ninety (90) days after the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it, and legal proceedings must be commenced within one (1) year of that date, in each case to the extent permitted by Applicable Law.
- 17.5Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. The parties agree that the limits in this clause are reasonable and reflect the Fees charged and the allocation of risk.
18.Indemnity
- 18.1The Client shall indemnify, defend and hold harmless LiveSite, its proprietor, personnel, sub-contractors and agents (the "Indemnified Persons") from and against all claims, demands, proceedings, investigations, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable legal fees on an indemnity basis) arising out of or in connection with:
- the Client Materials, or their use by LiveSite as instructed, including any alleged infringement or violation of any third-party right;
- the Client's business, products, services, website content, advertising, transactions, customers or users;
- any breach by the Client of these Terms, including clauses 5, 10 and 11, or of any Applicable Law;
- any claim, notice, investigation, search, seizure, freezing order, prosecution or other action by any authority or person that relates to the Client's website, business or conduct, and in which any Indemnified Person is joined, summoned, questioned or named as a result of its engagement with the Client;
- any wrongful or unauthorised use of the Deliverables or of credentials by the Client or by persons acting under its authority.
- 18.2LiveSite shall give the Client reasonably prompt notice of any claim covered by clause 18.1, and the Client shall at its own cost cooperate with LiveSite. LiveSite may, at the Client's expense, appoint counsel of its own choosing where there is a conflict of interest or where the Client fails to defend the claim diligently, and the Client shall not settle any claim in a manner that imposes any liability or admission on an Indemnified Person without LiveSite's written consent.
- 18.3This clause survives the termination or expiry of the engagement.
19.Cancellation, Suspension, Termination and Refunds
- 19.1Cancellation by the Client. The Client may cancel an engagement by written notice. The advance and any other sums paid are non-refundable to the extent of (a) work performed and time reserved up to the date of cancellation, (b) any third-party costs incurred or committed, and (c) a reasonable administrative charge. Any balance of the advance that exceeds those amounts will, at LiveSite's discretion, be refunded within a reasonable time after cancellation.
- 19.2No refund after delivery. Because the Deliverables are bespoke, digital and cannot be returned, no refund is available once the Deliverables (or a milestone) have been delivered, made available for review, or accepted under clause 7.3, except where required by Applicable Law or where LiveSite has agreed in writing. Dissatisfaction with a matter of taste or style, or a change of mind, does not entitle the Client to a refund.
- 19.3Suspension. LiveSite may suspend the Services, withhold Deliverables or disable any live Deliverable without liability if the Client fails to pay any sum when due, breaches these Terms, fails to supply required materials, or if clause 10.3 applies. Suspension does not relieve the Client of its payment obligations.
- 19.4Termination by LiveSite. LiveSite may terminate any engagement with immediate effect by written notice if the Client commits a material breach and, where capable of remedy, fails to remedy it within seven (7) days of notice; if the Client becomes insolvent or ceases to carry on business; if clause 10.3 or clause 12 so requires; if the Client behaves abusively, threateningly or unreasonably towards LiveSite; or if LiveSite is otherwise entitled by law. LiveSite may also terminate for convenience on fourteen (14) days' notice, in which case it will refund any advance attributable to work not performed.
- 19.5Effect of termination. On termination or expiry, all unpaid Fees for work done become immediately due; LiveSite shall hand over the Deliverables completed to date only after payment in full; licences granted to the Client under clause 8 apply only to Deliverables for which payment has been received; and clauses that by their nature should survive (including 4, 8, 10, 11, 12, 15, 16, 17, 18 and 22) shall survive.
- 19.6Statutory rights. Nothing in this clause 19 affects any right of the Client that cannot be waived under Applicable Law.
20.Use of this Website by Visitors
- 20.1You may use the Website only for lawful purposes and in accordance with these Terms. You must not: use it to transmit unlawful, harmful, threatening or abusive content; submit false, misleading or another person's information; attempt to gain unauthorised access to, or disrupt, the Website, its servers or networks; introduce malware; use automated means to scrape, harvest or overload the Website; or use the contact form to send spam, advertisements or solicitations.
- 20.2The Website may contain links to third-party websites. These are provided for convenience only; LiveSite does not endorse and is not responsible for their content or practices.
- 20.3Examples, illustrative notifications, demonstrations and sample text on the Website (including the names and messages in the contact-section animation) are fictional and for illustration only.
- 20.4We try to keep the Website accurate and available but do not guarantee that it will be uninterrupted, secure or error-free. Pricing, availability, timelines and descriptions on the Website may change at any time without notice.
- 20.5If you are a Visitor who is a consumer, nothing in these Terms limits your non-excludable statutory rights.
21.Force Majeure
- 21.1LiveSite shall not be liable for any failure or delay in performance caused by an event beyond its reasonable control, including acts of God, flood, fire, earthquake, storm, epidemic or pandemic, war, terrorism, civil disturbance, strike or lock-out, government action, law, curfew or restriction, power, internet, telecommunications or cloud-service failure, cyber-attack, failure of Third-Party Services, or the illness, incapacity or death of the proprietor.
- 21.2The affected timelines are extended for the duration of the event. If it continues for more than sixty (60) days, either party may terminate the affected engagement by written notice, and clause 19.1 applies to any amounts paid.
22.Governing Law and Dispute Resolution
- 22.1Governing law. These Terms, the Services and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of India, without regard to conflict-of-law principles.
- 22.2Amicable resolution. The parties shall first try in good faith to resolve any dispute by direct discussion. The aggrieved party must send a written notice describing the dispute, and the parties shall attempt to settle it within thirty (30) days of that notice.
- 22.3Arbitration. A dispute not settled within that period shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended. The tribunal shall consist of a sole arbitrator appointed by mutual agreement or, failing agreement within fifteen (15) days, in accordance with that Act. The seat and venue of arbitration shall be Chennai, Tamil Nadu, the language shall be English, and the award shall be final and binding on the parties. Each party shall bear its own costs, unless the arbitrator directs otherwise.
- 22.4Courts. Subject to clause 22.3, the courts at Chennai, Tamil Nadu shall have exclusive jurisdiction over any matter arising out of or in connection with these Terms, including interim relief, enforcement of an arbitral award, and any matter that is not arbitrable.
- 22.5Equitable relief and recovery. Nothing in this clause prevents a party from seeking urgent interim or injunctive relief from a competent court to protect its intellectual property or Confidential Information, or LiveSite from recovering unpaid Fees through lawful means.
- 22.6Consumers. Where the Client is a "consumer" within the meaning of the Consumer Protection Act, 2019 and has non-waivable rights under that Act, nothing in this clause 22 deprives the Client of those rights or of access to the forum prescribed by that Act.
- 22.7Costs. Where LiveSite has to take any step (including legal proceedings, notices or engaging collection agents) to recover any sum due from the Client, the Client shall bear the reasonable costs incurred, to the extent permitted by law.
23.General Provisions
- 23.1Entire agreement. These Terms and the accepted Proposal contain the entire agreement between the parties on their subject matter and supersede all prior discussions, representations, understandings and promises, written or oral. The Client confirms that it has not relied on any statement not set out in them.
- 23.2Severability. If any provision of these Terms is held invalid, illegal or unenforceable by a competent court or tribunal, it shall be severed or modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
- 23.3No waiver. A failure or delay by LiveSite in exercising a right is not a waiver of it. A waiver is effective only if in writing and signed or sent by LiveSite, and applies only to the specific instance.
- 23.4Assignment. The Client may not assign, transfer or sub-contract any of its rights or obligations without LiveSite's prior written consent. LiveSite may assign these Terms to any successor to its business, or to any affiliate, on notice.
- 23.5Notices. Notices to LiveSite must be sent to the e-mail address in clause 24. Notices to the Client may be sent to the e-mail address, WhatsApp number or postal address it has provided, and are deemed received twenty-four (24) hours after sending, absent a delivery-failure message.
- 23.6Amendments. Except as set out in clause 2.4, no variation of these Terms is effective unless in writing and accepted by LiveSite.
- 23.7Records. The parties agree that LiveSite's electronic records of communications, payments, approvals, deliveries and logs are admissible, and are evidence of their contents, in any proceeding, to the extent permitted by Applicable Law, including the Bharatiya Sakshya Adhiniyam, 2023.
- 23.8Third-party rights. Except for the Indemnified Persons, no person who is not a party to these Terms has any right to enforce them.
- 23.9Language. These Terms are in English, which prevails over any translation.
- 23.10Independent advice. The Client acknowledges that it has had the opportunity to obtain independent legal advice before accepting these Terms and that no provision shall be interpreted against LiveSite on the ground that LiveSite drafted it.
24.Grievance Redressal and Contact
- 24.1In accordance with the Information Technology Act, 2000, the rules made under it, the Consumer Protection (E-Commerce) Rules, 2020 and the Digital Personal Data Protection Act, 2023, any complaint, grievance, legal notice, data request or request for removal of content may be addressed to the Grievance Officer: Shubham, LiveSite, by e-mail to contact@livesite.shop.
- 24.2We will acknowledge a grievance within forty-eight (48) hours of receipt and will endeavour to resolve it within thirty (30) days, or such shorter period as the law requires.
- 24.3To help us respond quickly, please include your name, contact details, the nature of the grievance, any relevant links or documents, and the relief sought.