1. Introduction and Acceptance
These Terms of Service ("Terms") govern your use of the website and services provided by Nivyaan Labs ("we", "us", or "our"). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services. These Terms are governed by and comply with the Indian Contract Act, 1872, the Information Technology Act, 2000, the Consumer Protection Act, 2019, and all applicable rules and regulations thereunder.
2. Definitions
- "Client" refers to any individual or entity that engages Nivyaan Labs for services.
- "Services" refers to web application development, Android application development, MVP development, UI/UX design, and any other services provided by Nivyaan Labs.
- "Deliverables" refers to the software, applications, designs, documentation, and other work products delivered to the Client.
- "Project" refers to a specific engagement between Nivyaan Labs and the Client, governed by a separate scope document or proposal.
3. Services
Nivyaan Labs provides software development services including but not limited to MVP development for web and Android platforms. The specific scope, deliverables, timeline, and pricing for each project will be outlined in a separate value proposal or statement of work agreed upon by both parties before the commencement of work.
4. Engagement Process
Our engagement follows a structured process:
- Discovery Call: An initial free consultation to understand your requirements.
- Scope & Planning: Detailed discussion and documentation of project requirements and technical architecture.
- Value Proposal: A formal proposal with fixed pricing, timelines, and deliverables.
- Agreement: Mutual acceptance of the proposal constitutes a binding agreement.
- Execution: Development with regular progress updates.
5. Pricing and Payment
All pricing is determined on a project basis and documented in the value proposal. The following terms apply:
- Prices are quoted in USD or INR as agreed and are exclusive of applicable taxes, including Goods and Services Tax (GST) as per the CGST/SGST/IGST Acts.
- Payment schedules, including advance payments and milestone-based payments, will be outlined in the value proposal.
- Late payments may attract interest as specified in the proposal or as permissible under applicable law.
- All invoices are to be settled within the timeframe specified in the proposal, failing which we reserve the right to pause work.
6. Intellectual Property Rights
Upon full payment of all fees:
- The Client shall own all rights, title, and interest in the custom Deliverables created specifically for the project.
- Nivyaan Labs retains ownership of pre-existing tools, frameworks, libraries, and reusable components used in the development, granting the Client a perpetual, non-exclusive license to use them within the Deliverables.
- Third-party open-source software included in the Deliverables shall be subject to their respective licenses.
- Nivyaan Labs reserves the right to showcase the project in its portfolio unless explicitly agreed otherwise in writing.
7. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information exchanged during the engagement. Confidential information includes business plans, technical specifications, source code, customer data, and any information marked as confidential. This obligation survives the termination of the engagement and remains in effect for a period of two (2) years thereafter, unless the information becomes publicly available through no fault of the receiving party.
8. Client Responsibilities
The Client agrees to:
- Provide timely feedback, approvals, and required materials to ensure project progress.
- Designate a primary point of contact for project communication.
- Ensure that all content and materials provided do not infringe upon third-party intellectual property rights.
- Make payments as per the agreed schedule in the value proposal.
- Delays caused by the Client may result in revised timelines and additional charges.
9. Warranties and Disclaimer
Nivyaan Labs warrants that:
- Services will be performed with reasonable skill and care in a professional manner.
- Deliverables will substantially conform to the agreed specifications for a period of 30 days post-delivery ("Warranty Period").
Except as expressly stated above, all services and deliverables are provided "as is" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. This disclaimer is subject to the Consumer Protection Act, 2019 and does not affect your statutory rights.
10. Limitation of Liability
To the maximum extent permitted by applicable law, including the Indian Contract Act, 1872, Nivyaan Labs' total aggregate liability under these Terms shall not exceed the total fees paid by the Client for the specific project giving rise to the claim. In no event shall Nivyaan Labs be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill, even if advised of the possibility of such damages. Nothing in these Terms excludes liability for fraud, gross negligence, or any liability that cannot be excluded under applicable law.
11. Termination
Either party may terminate the engagement under the following conditions:
- By Client: The Client may terminate with 15 days' written notice. The Client shall pay for all work completed up to the termination date.
- By Nivyaan Labs: We may terminate if the Client fails to make payment within 30 days of the due date or materially breaches these Terms after 15 days' written notice to cure.
- Effect of Termination: Upon termination, we will deliver all work completed to date. Clauses relating to confidentiality, intellectual property, limitation of liability, and governing law survive termination.
12. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet outages, cyberattacks, war, terrorism, or civil unrest. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact.
13. Indemnification
The Client agrees to indemnify and hold Nivyaan Labs harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) the Client's breach of these Terms; (b) the Client's use of the Deliverables in violation of applicable law; or (c) any third-party claims related to content or materials provided by the Client.
14. Dispute Resolution
In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved within 30 days, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties, and the seat of arbitration shall be in India. The language of arbitration shall be English.
15. Website Use
When using our website, you agree not to:
- Use the website for any unlawful purpose or in violation of the Information Technology Act, 2000.
- Attempt to gain unauthorized access to our systems, networks, or data.
- Transmit any malicious code, viruses, or harmful data.
- Scrape, reproduce, or redistribute website content without prior written consent.
- Interfere with or disrupt the integrity or performance of the website.
16. Third-Party Links
Our website may contain links to third-party websites or services that are not owned or controlled by Nivyaan Labs. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites. You access third-party websites at your own risk.
17. Amendments
We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with a revised "Last updated" date. Continued use of our website or services after modifications constitutes acceptance of the updated Terms. For active project engagements, any material changes to Terms will be communicated to the Client in writing.
18. Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, 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.
19. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of India, including but not limited to the Indian Contract Act, 1872, the Information Technology Act, 2000, and the Consumer Protection Act, 2019. Subject to the arbitration clause above, the courts in India shall have exclusive jurisdiction over any disputes arising under these Terms.
20. Contact Us
For any questions regarding these Terms of Service, please contact us: