1. About these terms
These terms set out the agreement between you and Windmark, the trading name of ENV Design and Technology, based in Bengaluru, Karnataka, India ("Windmark", "we", "us"). They apply when you use this website and when you engage us for services, whether you hire us directly or bring us in as a white-label partner under your own brand.
By using the site or signing a Statement of Work with us, you accept these terms. If you are agreeing on behalf of a company or agency, you confirm you have authority to bind it.
2. The services
We provide strategy, brand, design, and Webflow development, and related services described in each engagement. We perform the services with reasonable skill and care, using a senior-led team.
We work two ways: directly with companies, and as a white-label subcontractor to agencies and studios who deliver our work under their own brand. Unless your engagement document says otherwise, the same terms apply to both.
3. Engagement documents and precedence
Each engagement has a Statement of Work (SOW) that lists deliverables, timelines, fees, and any specific terms. We may also sign a master services agreement (MSA) with regular clients and partners.
If there is a conflict, the order of precedence is: the signed MSA, then the SOW, then these terms. Anything not covered by the MSA or SOW is governed by these terms.
4. Proposals, estimates, and changes
Proposals and estimates are valid for thirty days unless stated otherwise, and are based on the scope known at the time. Work begins once the SOW is signed and any kickoff payment is received.
If you ask for work outside the agreed scope, we will confirm the impact on timeline and fees in writing before proceeding. Added scope is billed as a change request or a new SOW.
5. Your responsibilities
To keep an engagement on track, you agree to provide the materials, content, access, brand assets, and approvals we need, on time, and to give us a single point of contact who can make decisions.
You are responsible for ensuring that any content, logos, copy, images, or data you give us are accurate and that you hold the rights to use them. Delays in feedback or materials may move delivery dates and, for fixed timelines, may affect fees.
6. Fees and payment
Monthly retainers are invoiced on the first business day of each month and are due within seven days. Project engagements are split 50/50: fifty per cent on kickoff and fifty per cent on delivery, unless the SOW says otherwise.
On partner engagements, we invoice the agency or company that signed the SOW, not the end client, unless agreed otherwise. Fees are exclusive of applicable taxes (such as GST), which you pay in addition where they apply. Pre-approved expenses are billed at cost.
Invoices more than fourteen days overdue pause active work, and we may charge interest on late amounts at the rate permitted by law. We are not responsible for delays caused by paused work.
7. Intellectual property and ownership
On full payment of the relevant invoice, ownership of the final delivered assets (production Webflow project, source files, exported logos, brand guidelines, and similar) passes to the party named as owner in the SOW, which may be you or, on a white-label engagement, your client. Until payment is complete, all deliverables remain ours.
We keep ownership of our background intellectual property: the internal tools, scripts, libraries, components, know-how, and process documents we used to produce the work. We grant you a licence to use these only as embedded in the deliverables.
Some deliverables include third-party or licensed materials (fonts, stock imagery, plugins, frameworks). These remain owned by their licensors and are provided to you under their own licences, which you agree to comply with.
8. White-label work and confidentiality
When we work under a partner agency or company brand, the engagement is yours, not ours. We will not publicly identify Windmark as the maker of that work, name the partner, or name the end client, in our portfolio, case studies, award submissions, or marketing, without prior written consent.
For direct engagements, we may reference completed work publicly unless the SOW opts out. Either way, information marked confidential is protected under our mutual NDA, which forms part of the agreement where signed.
9. Third-party services
Our work often relies on third-party platforms and services such as Webflow, hosting, domains, analytics, and plugins. These are governed by their own terms, may change, and may carry their own fees that you are responsible for. We are not liable for the availability, performance, or acts of third-party providers.
10. Warranties and disclaimers
We warrant that we will perform the services in a professional manner and that, to our knowledge, our original deliverables do not knowingly infringe third-party rights. If a deliverable does not meet the agreed specification, tell us within fourteen days of delivery and we will correct it at no charge.
Beyond the warranties stated here and any that cannot be excluded by law, the services and deliverables are provided "as is". We do not warrant uninterrupted or error-free operation, or any specific business, ranking, traffic, or revenue outcome.
11. Limitation of liability
Neither party is liable for indirect, incidental, special, or consequential losses, or for loss of profit, revenue, data, or goodwill, even if advised of the possibility.
Our total aggregate liability for any single engagement is capped at the fees paid for that engagement in the three months before the claim arose. Nothing in these terms limits liability that cannot be limited by law, such as for fraud or death or personal injury caused by negligence.
12. Indemnity
You agree to indemnify us against claims, losses, and reasonable costs arising from materials, content, or instructions you provide to us, including any claim that your content or brand assets infringe a third party’s rights, except to the extent caused by our breach of these terms.
13. Cancellation and termination
Retainers can be cancelled at any time with fourteen days written notice. Project engagements can be cancelled with seven days written notice. Work in progress at the time of notice is completed and billed pro rata, and unused deposit funds are refunded after deducting work already delivered.
Either party may terminate immediately if the other commits a material breach that is not fixed within fourteen days of written notice, or becomes insolvent. On termination, you pay for all work delivered and costs committed up to that date.
14. Force majeure
Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as outages of third-party platforms, internet or power failures, natural events, or government action. Affected timelines are extended for the duration of the event.
15. Governing law and disputes
These terms are governed by the laws of India, and the courts of Bengaluru, Karnataka have exclusive jurisdiction, unless a signed master agreement states otherwise. Before going to court, both parties agree to first try to resolve any dispute in good faith through direct discussion.
16. General
You may not assign the agreement without our written consent; we may assign it to a successor of our business. If any part of these terms is unenforceable, the rest stays in effect. A failure to enforce a term is not a waiver of it. The MSA, SOW, NDA, and these terms together are the entire agreement and replace any earlier understanding on the same subject. Notices should be sent to the email addresses in the engagement document or to hello@windmark.co.
17. Contact us
Questions about these terms? Email hello@windmark.co or write to ENV Design and Technology (Windmark), Bengaluru, Karnataka, India.
