Terms of Service

1.Services & Scope

1.1 Service Description

Nirmeva Studio provides specialized services in:

• Custom software development and engineering
• Web and mobile application development
• AI and machine learning model integration
• IT consulting and technical strategy
• System design, architecture, and optimization
• ERP and enterprise software solutions

1.2 Scope of Work

The specific scope, deliverables, timelines, and acceptance criteria shall be defined in a separate written Statement of Work ("SOW"). In the event of conflict between this Agreement and the SOW, the SOW takes precedence for project-specific terms. Any services not explicitly listed in the SOW are out of scope and may result in additional charges.

1.3 Service Standards

Nirmeva Studio commits to delivering services with professional standards and industry best practices, within agreed timelines, using modern scalable technology stacks, and with clear communication and regular progress updates.

2.Fees & Payment Terms

2.1 Pricing Models

2.2 Invoicing & Payment Terms

• Payment is due within 30 days of invoice date (Net 30)
• All fees are in INR unless otherwise specified
• Applicable GST is additional unless exempted
• Wire transfer, NEFT, or agreed payment method to be used

2.3 Late Payments & Penalties

Late payments may result in: interest at 2% per month on overdue amounts; suspension of services; and potential project termination after 30 days overdue.

2.4 Changes & Additional Costs

Changes to scope or requests outside the agreed SOW will be quoted separately and require written approval before implementation.

2.5 Refund Policy

Payments for services rendered are non-refundable unless Nirmeva Studio fails to deliver agreed services. Refund requests must be submitted in writing within 14 days of the disputed charge.

2.6 Expense Reimbursement

Tools, licenses, or infrastructure procured on behalf of the client will be reimbursed at cost plus a 10% administrative fee.

3.Timeline & Deadlines

3.1 Project Timeline

Timelines are estimates and may vary due to scope changes, client delays, third-party dependencies, or unforeseen technical complexities. We will communicate adjustments as soon as possible.

3.2 Milestone-Based Projects

Client approval/rejection of milestones must be communicated within 5 business days. Approved milestones trigger invoicing and next phase commencement. Delays in client approval may extend project timelines.

3.3 Client Responsibilities

To maintain project momentum, the client agrees to: provide timely feedback and approvals; supply necessary information, assets, and access; designate a point of contact; and respond to queries within 48–72 hours. Delays caused by client inaction extend timelines without penalty to Nirmeva Studio.

3.4 Force Majeure

Nirmeva Studio shall not be liable for delays caused by natural disasters, pandemics, government actions, internet outages, or third-party vendor failures. We will use reasonable efforts to mitigate impact and communicate changes promptly.

4.Intellectual Property Rights

4.1 Custom Development Work

Upon full payment, all custom source code and deliverables become the exclusive property of the client. Nirmeva Studio retains the right to: display portfolio/case studies with client consent and redacted data; and reuse general architecture patterns, libraries, and frameworks in other projects.

4.2 Pre-Existing Intellectual Property

Nirmeva Studio retains all rights to pre-existing tools, templates, frameworks, methodologies, processes, and know-how. These items may be used in other client projects, provided they are customized and do not directly compete with the client's business.

4.3 Open-Source Software

Deliverables may include open-source components governed by their original licenses (MIT, Apache, GPL, etc.). The client assumes all obligations associated with open-source components. A comprehensive list of dependencies and licenses will be provided with the final deliverable.

4.4 Client-Provided Content & Trademarks

The client retains all rights to their content, images, text, materials, company name, logo, and trademarks. Nirmeva is granted a limited license to use such content solely for developing the agreed deliverables and, with consent, for portfolio purposes only.

5.Confidentiality & NDA

5.1 Confidential Information

Both parties agree to maintain confidentiality regarding: business strategies, financial information, technical specifications, source code, client data, proprietary databases, pricing, and trade secrets.

5.2 Permitted Disclosures

Nirmeva Studio may disclose confidential information if required by law or court order (with prior notice if legally permitted), necessary to protect legal interests, or if the information is independently developed or becomes publicly available through no breach by Nirmeva.

5.3 Non-Disclosure Agreement & Portfolio

A formal NDA may be required for highly sensitive projects and will be executed before commencing work. For portfolio use, all sensitive business data is redacted, explicit client consent is required, and client names may be withheld upon request.

5.4 Confidentiality Duration

Confidentiality obligations survive termination for a period of 5 years, except where legally required to maintain longer periods.

6.Warranties & Disclaimers

6.1 Our Warranties

Nirmeva Studio warrants that: we have the legal right to deliver agreed services; services will be performed in a professional, workmanlike manner; deliverables will not infringe third-party IP rights (to our knowledge); and we maintain appropriate liability insurance.

6.2 No Guarantee of Results

IMPORTANT: We do not guarantee specific business outcomes, revenue generation, user adoption, search engine rankings, compatibility with future technology updates, or absence of bugs or errors (we commit to reasonable testing and resolution).

6.3 Client Responsibilities & Disclaimer

The client is responsible for obtaining all necessary rights and consents for data provided, complying with data protection laws, maintaining backups of critical data, and verifying the security and legality of their use of our deliverables.

EXCEPT AS EXPRESSLY STATED ABOVE, NIRMEVA STUDIO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We provide services on an "AS-IS" basis.

7.Limitation of Liability

7.1 Cap on Liability

NIRMEVA STUDIO'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO NIRMEVA STUDIO IN THE 12 MONTHS PRECEDING THE CLAIM.

7.2 Excluded Damages

IN NO EVENT SHALL NIRMEVA STUDIO BE LIABLE FOR: indirect, incidental, consequential, or punitive damages; loss of profits, revenue, data, or business opportunity; reputational damage; third-party or end-user claims; or costs of replacement services. These limitations apply even if advised of the possibility of such damages.

7.3 Exceptions

These limitations do not apply to: either party's gross negligence or willful misconduct; breach of confidentiality; infringement of intellectual property rights; indemnification obligations; or liabilities that cannot be limited by law.

8.Term & Termination

8.1 Termination for Convenience

Client may terminate with 14 days' written notice. Upon termination, the client must pay for all work completed and reasonable expenses incurred. Nirmeva retains ownership of incomplete work until final payment. The client must collect work in progress within 30 days.

8.2 Termination for Cause

Either party may terminate immediately if the other party: materially breaches this Agreement and fails to cure within 14 days of written notice; becomes insolvent or bankrupt; repeatedly fails to respond to communications; or fails to pay invoices for 30+ days.

8.3 Effects of Termination

Upon termination: all unpaid invoices become immediately due; confidentiality obligations survive; Nirmeva is not obligated to provide further support; and the client must return or delete all Nirmeva-owned materials.

9.Independent Contractor Status

Nirmeva Studio is an independent contractor. This Agreement does not create an employment, partnership, or joint venture relationship. The client does not have the right to control how we perform services, is not responsible for payroll taxes or employment obligations, cannot restrict our work hours or methods, and cannot restrict our right to work with other clients.

Nirmeva Studio is responsible for paying applicable income tax and GST, maintaining professional liability insurance, and complying with all labor and regulatory laws.

10.Governing Law & Dispute Resolution

10.1 Governing Law & Jurisdiction

This Agreement is governed by the laws of Maharashtra, India. Both parties consent to the exclusive jurisdiction of the courts located in Chhatrapati Sambhajinagar (Aurangabad), Maharashtra, India.

10.2 Dispute Resolution Process

1. Negotiation (30 days): Both parties attempt to resolve through good-faith negotiation.
2. Mediation (30 days): If unresolved, either party may initiate mediation through a neutral mediator.
3. Litigation/Arbitration: If mediation fails, either party may pursue legal remedy as permitted by law.

The prevailing party may recover reasonable attorney fees, court costs, and expenses from the losing party. To the extent permitted by law, both parties waive the right to a jury trial and consent to resolution by judicial determination or arbitration.

11.Miscellaneous Provisions

11.1 Entire Agreement

This Agreement, together with the SOW and any exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements, whether written or oral.

11.2 Amendments & Severability

No amendment is valid unless made in writing and signed by both parties. If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

11.3 Assignment & Counterparts

Neither party may assign this Agreement without written consent of the other. Nirmeva may subcontract technical work, provided it remains liable to the client. This Agreement may be executed in counterparts, each constituting an original.

11.4 Notices

Any notices required under this Agreement must be sent to:
Nirmeva Studio, Chhatrapati Sambhajinagar, Maharashtra 431001, India
Email: studio@nirmeva.com