Last Updated: March 04, 2025
1. Definitions
1. Advance Account refers to the credit balance maintained by the Customer with Faciotech.
2. Agreement refers to this Customer Master Agreement along with all its appendices, extensions, and amendments.
3. Business Day means a working day from Monday to Friday excluding all Public Holidays.
4. Clear Balance is the credit in the Customer Advance Account after deducting any accrued liabilities, locked funds, and debited amounts.
5. Confidential Information means all data, information, and materials (including software, databases, documentation, specifications, etc.) provided by Faciotech to the Customer that are marked as Confidential.
6. Customer Contact Details refer to the contact information provided by the Customer during registration or stored in the account records.
7. Customer Control Panel refers to the set of web-based interfaces provided by Faciotech to manage orders, billing, and account information. Access is provided through WHMCS and cPanel.
8. Customer Product Agreement Extension refers to additional, product-specific agreements which, once accepted by the Customer, become part of this Agreement.
9. Platform refers to the systems provided by Faciotech for managing, processing, and delivering its Products and Services. This includes WHMCS for order management and billing, and cPanel for hosting services.
10. Faciotech Products refer to all products and services provided, rendered, or sold by Faciotech.
11. Faciotech Servers refer to all servers and related infrastructure operated by Faciotech or its Service Providers in support of its Products and Services.
12. Faciotech Website refers to the official website of Faciotech, accessible at faciotech.com.
13. Service Providers are any individuals or entities engaged by Faciotech to provide, manage, or support its Products and Services.
14. Prohibited Persons refers to individuals or entities located in certain sanctioned countries or those listed by relevant authorities (such as OFAC’s Specially Designated Nationals) with whom certain commercial activities are prohibited.
2. Customer Product Agreement Extensions
1. The Customer may purchase additional Faciotech Products during their relationship with Faciotech by accepting one or more Customer Product Agreement Extensions, which shall then be incorporated into this Agreement.
2. In the event of any conflict, the terms of the Customer Product Agreement Extension shall prevail over the corresponding terms in this Agreement.
3. The Customer agrees to adhere to the SiteLock Terms and Conditions available at https://www.sitelock.com/terms.php.
4. The Customer agrees to adhere to the CodeGuard Terms and Conditions available at https://codeguard.com/pages/terms-of-service.
5. The Customer agrees to adhere to the Google Terms and Conditions available at http://www.google.co.in/intl/en/policies/terms/regional.html.
6. The Customer agrees to adhere to the Google Privacy Policy available at http://www.google.com/intl/en/policies/privacy/.
7. The Customer agrees to adhere to the Google Apps for Business (Online) Agreement available at https://www.google.com/intx/en_in/work/apps/terms/2013/1/premier_terms.html.
8. If the Customer purchases any Faciotech Products that include a product branded as “Impress.ly”, the Customer acknowledges and accepts the terms provided by AppMachine B.V. available at http://www.impress.ly/docs/EULA.pdf and http://www.impress.ly/docs/Impressly-privacy-and-cookie-statement.pdf.
9. Faciotech provides its hosting services directly through its own managed servers, and this policy applies to all such managed services. Detailed usage, privacy, and service terms for these services are available on the Faciotech Website.
For clarity, all other terms and conditions of Faciotech shall apply to the foregoing products unless expressly stated otherwise.
3. Obligations of Faciotech
Faciotech shall make available the latest versions of this Agreement and all Customer Product Agreement Extensions via the Customer Control Panel and/or the Faciotech Website.
4. Obligations of the Customer
1. In the event of any dispute regarding data or account details maintained within Faciotech’s systems, the data maintained by Faciotech shall prevail.
2. The Customer acknowledges that all account information, including authentication details, is accessible to Faciotech and its Service Providers.
3. The Customer shall comply with all terms and conditions as established by Faciotech and/or its Service Providers from time to time.
4. The Customer agrees to provide, update, and maintain accurate information in the Customer Control Panel.
5. The Customer understands that Faciotech Products may be delivered via Service Providers and that changes in structure or contracts may affect service delivery; Faciotech is not liable for such changes.
6. The Customer shall retain records of all communications and transactions with Faciotech for the duration of this Agreement and for three years thereafter, and shall provide such records for inspection upon reasonable notice.
7. The Customer shall not engage in any transactions or act on behalf of any Prohibited Person. A breach of this provision may result in suspension or termination of the Customer’s account without refund.
5. Representations and Warranties
Both Faciotech and the Customer represent and warrant that:
- They have the requisite authority to execute and perform their obligations under this Agreement.
- This Agreement has been duly executed and is legally binding.
- The performance of this Agreement does not conflict with any applicable laws or other agreements.
- All necessary consents and approvals have been obtained.
The Customer further represents that it has read and understood every clause of this Agreement, has independently evaluated the service, is not acting on behalf of a Prohibited Person, and is eligible to enter into this Agreement under applicable law.
6. Rights of Faciotech and Service Providers
1. Faciotech and its Service Providers may modify Customer account data (including authentication information) in the systems upon receipt of appropriate authorization from the Customer.
2. Faciotech and its Service Providers may share Customer information with authorized contacts as needed for the provision of services.
3. Faciotech and its Service Providers may, at their sole discretion, suspend or cease the provision of any Faciotech Product.
4. Faciotech reserves the right to change pricing, minimum order levels, and discounts at any time.
5. Faciotech and its Service Providers may cancel any order within 30 days of processing, with applicable fees refunded less any processing charges.
6. Faciotech and its Service Providers reserve the right, without notice, to modify, upgrade, or temporarily suspend the Platform (including WHMCS and cPanel services) as needed.
7. In its sole discretion, Faciotech and its Service Providers may access, delete, suspend, or modify any order or Customer data to recover payments, correct errors, or address breaches, without liability for any resultant damages.
8. For web services, Faciotech and its Service Providers may redirect or manage orders through alternative methods if necessary, without liability for any resulting issues.
9. Faciotech reserves the right to correct any mistakes in Customer data with retrospective effect.
10. Faciotech and its Service Providers reserve the right to restrict use of their services in connection with any restricted domain or sanctioned territory.
11. Faciotech may suspend or terminate the Customer’s account for any breach of these terms without prior notice or refund.
7. Terms of Agreement and Renewal
1. The initial term of a service order (the "Initial Term") is as set forth at registration. Unless the Customer cancels at least 30 days prior to the end of the Initial Term, the service will automatically renew for successive periods of equal duration (each a "Renewal Period").
2. The Customer authorizes Faciotech to automatically bill the applicable fee for each Renewal Period using the payment method on file.
3. This Agreement will terminate in accordance with Section 8 below.
8. Termination of Agreement
1. Either Party may terminate this Agreement or any Customer Product Agreement Extension by providing 30 days' written notice as detailed in Section 26 (Notice).
2. Immediate termination may occur if either Party is adjudged insolvent, declares bankruptcy, or if legal proceedings related to insolvency are initiated.
3. Faciotech may terminate this Agreement if the Customer materially breaches any term or provides misleading or fraudulent information. In such cases, termination will be effective immediately upon written notice.
4. The Customer may terminate this Agreement if it does not agree with any material revisions made to the Agreement within 30 days of notification.
5. Upon termination, any pending balance due from the Customer shall immediately become payable.
6. Following termination, Faciotech may complete processing any pending orders provided the Customer’s Advance Account has a sufficient Clear Balance; otherwise, any charges will be reversed.
9. Fees, Advances, and Renewals
1. The Customer shall pay all applicable fees in accordance with the Payment Terms set forth in Appendix C. By purchasing a service order, the Customer agrees that its account may be placed on a recurring payment plan, with auto-renewal available (except for certain specified products).
2. The Customer authorizes Faciotech to capture and process debit/credit card information for renewals.
3. It is the Customer’s responsibility to track the expiry of service orders; Faciotech may provide notifications as a courtesy.
4. After a service order expires, all rights to that order cease, and any associated data becomes the property of Faciotech. Faciotech may modify or delete expired orders at its discretion.
5. Faciotech may allow renewal of an expired order subject to additional charges; however, such renewal may not exactly reinstate the previous order conditions.
6. Faciotech does not guarantee a specific period after deletion during which an expired order may be repurchased.
10. Limitation of Liability
In no event shall Faciotech or its Service Providers be liable for any indirect, incidental, consequential, or punitive damages (including loss of profits or business interruption), even if advised of the possibility of such damages. Faciotech’s aggregate liability under this Agreement shall not exceed the total fees paid by the Customer during the six (6) months preceding the event giving rise to the claim, less any applicable credits. This limitation reflects current legal standards and is subject to adjustment in accordance with changes in law.
11. Indemnification
The Customer agrees to indemnify, defend, and hold harmless Faciotech, its affiliates, and its Service Providers from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
- Any breach of this Agreement by the Customer;
- The Customer’s use of Faciotech Products and Services;
- Any violation of applicable laws or infringement of third-party rights by the Customer.
These indemnification obligations shall survive the termination of this Agreement.
12. Intellectual Property
Each Party retains ownership of its respective intellectual property. Except as expressly provided in this Agreement, no licenses or commercial rights are granted by either Party. The Customer shall ensure that its use of the services does not infringe upon any third-party intellectual property rights.
13. Ownership and Use of Data
1. Faciotech owns all rights, title, and interest in any data and derivative works generated through its Platform, including the WHMCS and cPanel systems.
2. Faciotech and its Service Providers may back up, copy, disclose, or process such data as needed to fulfill their obligations under this Agreement.
14. Delays, Omissions, and Waivers
No delay or failure by either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof. A waiver in any instance shall not constitute a continuing waiver.
15. Right to Substitute Updated Agreement
1. During the term of this Agreement, Faciotech may revise its terms and/or modify the services provided.
2. Any such revisions become effective immediately upon posting in the Customer Control Panel or on the Faciotech Website.
3. The Customer agrees to review any updates regularly; continued use of the services constitutes acceptance of the updated terms.
4. If the Customer does not agree with the revisions, it may terminate this Agreement in accordance with Section 8.
16. Confidentiality
All Confidential Information is subject to the terms set forth in Appendix B.
17. Publicity
The Customer shall not reference or disclose the identity of Faciotech, its Service Providers, or use any of its trademarks in public materials without prior written consent. However, Faciotech may use the Customer’s name for marketing or promotional purposes.
18. Taxes
The Customer is responsible for all applicable taxes, duties, and levies related to this Agreement and Faciotech Products.
19. Force Majeure
Neither Party shall be liable for any failure to perform due to events beyond their reasonable control (e.g., natural disasters, war, or government actions). In such cases, the affected Party is excused from performance (except for payment obligations) for up to three months.
20. Assignment / Sublicense
This Agreement shall bind and inure to the benefit of the Parties and their successors and permitted assigns. The Customer may not assign or transfer its rights under this Agreement without Faciotech’s prior written consent.
21. Customer Transfer
1. Faciotech may transfer the Customer’s service order to another entity under circumstances including, but not limited to:
- Authorization by the Customer;
- Orders from a competent court, law enforcement, or regulatory body;
- Material breach of contract;
- Termination of this Agreement;
- Any event that Faciotech reasonably determines could lead to termination.
2. In such cases, the Customer shall cooperate fully with Faciotech.
22. Disclaimer
THE SERVICES, INCLUDING WHMCS, cPanel, and all related software, APIs, and digital platforms, ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. NEITHER FACIOTECH NOR ITS SERVICE PROVIDERS SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE OR MISUSE OF THESE SERVICES.
23. Jurisdiction & Attorney's Fees
This Agreement is governed by the laws of the jurisdiction where Faciotech is incorporated. Any legal action arising from this Agreement must be brought in the appropriate courts, and the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.
24. Miscellaneous
1. References to gender include all genders.
2. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.
3. The Parties shall endeavor to resolve any disputes amicably or through arbitration before resorting to litigation.
4. This Agreement is binding upon the Parties and their respective successors.
5. Certain provisions of this Agreement shall survive its termination.
6. No rights or remedies are provided to third parties.
7. The Parties are independent contractors; nothing in this Agreement creates a partnership or employment relationship.
8. The Parties agree to execute any additional documents necessary to carry out the terms of this Agreement.
9. In case of ambiguities, no construction shall be made against the drafting Party.
10. This Agreement may be executed in counterparts and all notices shall be in English. All dates and times are based on Faciotech’s registered office location.
25. Breach
If Faciotech suspects any breach of this Agreement by the Customer, Faciotech may immediately suspend or terminate access to the services without prior notice. The Customer shall be liable for any damages arising from such breach.
26. Notice
1. Any notice or communication required or permitted under this Agreement must be in writing and sent to the contact address provided in the Customer Control Panel or on the Faciotech Website by registered mail or courier. Notices delivered before 17:30 on a Business Day shall be deemed received that day; otherwise, on the next Business Day.
2. Notices sent via email to the designated legal contact are considered properly delivered.
3. Notices to the Customer shall be sent to the email or contact address provided during registration.
4. Aside from the notices specified herein, Faciotech is under no obligation to provide additional communications regarding the services.
27. Additional Policies
For further details regarding our privacy practices, please review our Privacy Policy. For guidance on acceptable use of our services, please refer to the guidelines in Appendix A.
Appendix A: Acceptable Usage Policies
This Appendix outlines the acceptable usage of the Platform. Any violation of these policies may result in immediate suspension or termination of services.
1. Access to the Platform
1. Faciotech may suspend access if there is significant degradation or misuse of the Platform.
2. Faciotech reserves the right to modify the Platform, including WHMCS and cPanel, at its sole discretion.
3. Access is provided via authentication credentials, and Faciotech is not liable for unauthorized use.
4. Users must not attempt to hack, disrupt, or interfere with the normal operation of the Platform.
5. Excessive requests or connections may result in suspension, as determined solely by Faciotech.
Appendix B: Confidentiality
The Customer’s use and disclosure of Confidential Information shall adhere to the following conditions:
1. All Confidential Information provided by Faciotech must be kept strictly confidential and safeguarded with reasonable security measures.
2. Disclosure is limited to individuals who have a need to know and are informed of the confidential nature of the information.
3. In the event of a legal obligation to disclose, the Customer must notify Faciotech promptly so that protective measures can be sought.
4. Upon termination of this Agreement, all Confidential Information must be returned or destroyed within 30 days, with written confirmation of compliance.
5. Unauthorized disclosure must be reported immediately to Faciotech.
6. The confidentiality obligations shall survive for five (5) years from the date of disclosure, or as otherwise agreed in writing.
Appendix C: Payment Terms and Conditions
1. Advance Account
1. The Customer must maintain an Advance Account with Faciotech prior to purchasing any Faciotech Products.
2. The Advance Account balance will be adjusted according to the current pricing displayed in the Customer Control Panel or on the Faciotech Website.
3. Faciotech maintains a record of the Advance Account balance, which is accessible to the Customer.
4. The Advance Account reflects balances in designated currencies as chosen by Faciotech, which may be modified at any time.
5. Any negative balance must be remedied within 24 hours; failure to do so may result in immediate termination and legal action.
6. Faciotech may apply received payments toward any outstanding negative balance.
7. Any discrepancies in the account may be corrected by Faciotech at its discretion.
2. Payment Terms
1. Payments are accepted only through the methods specified in the Customer Control Panel.
2. Payments will be credited to the Advance Account after deducting any applicable bank or processing charges.
3. The Customer must provide accurate payment details to ensure timely crediting of funds.
4. In the event of a chargeback or payment reversal, Faciotech may suspend access, terminate the Agreement, and seek recovery through legal means.
3. Pricing Terms
1. All pricing reflects the purchase price of the Faciotech Product, excluding any taxes or additional charges.
2. Faciotech reserves the right to adjust pricing with reasonable notice.
4. Refunds and Reimbursement Terms
1. Any remaining Clear Balance in the Advance Account may be refunded upon request, subject to deduction of applicable bank and processing fees.
2. Refunds may take up to 14 Business Days from the date of the request to be processed.
3. Faciotech is not responsible for refund variations resulting from currency conversion fluctuations.
4. Any amount already debited from the Advance Account will not be refunded.
Contact Details
If you have any questions or require further clarification regarding these Terms and Conditions, please contact us at:
- Facio Innovations Technology
- www.faciotech.com
- legal@faciotech.com
This document was last updated on April 29, 2024
