Terms & Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Client," "User," or "You") and Naestinn Pvt Ltd ("Naestinn," "we," "us," or "our"), governing your access to and use of our website, services, and applications (collectively, the "Services").

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

Naestinn provides technology solutions including but not limited to custom software development, mobile app development, UI/UX design, and cloud infrastructure services.

The specific scope of work, deliverables, timelines, and fees for any project will be defined in a separate Statement of Work (SOW) or Proposals, which upon execution shall act as an addendum to these Terms. In the event of a conflict between these Terms and an SOW, the SOW shall prevail regarding the specific project details.

To ensure the successful delivery of Services, you agree to:

• Provide clear, complete, and timely instructions and requirements.
• Provide access to necessary systems, data, and third-party accounts required for the project.
• Secure all necessary rights and licenses for any third-party materials you provide to us.
• Review and provide feedback on deliverables in a timely manner.

Fees for Services are set forth in the applicable SOW or invoice. Unless otherwise agreed:

• Invoices are due within 15 days of receipt.
• Late payments may incur an interest charge of 1.5% per month or the maximum allowable by law.
• All fees are exclusive of applicable taxes, which are the responsibility of the Client.
• Naestinn reserves the right to suspend Services if payments are overdue.

Upon full payment of all fees, Naestinn assigns to the Client all rights, title, and interest in the specific usage rights for Custom Deliverables created specifically for the Client.

Naestinn Pre-existing IP

Naestinn retains all rights to its pre-existing code, libraries, tools, frameworks, and conflicting methodologies that may be incorporated into the Deliverables ("Background IP"). We grant you a perpetual, non-exclusive, royalty-free license to use such Background IP solely as integrated into the Deliverables.

Each party agrees to protect the Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed to third parties without prior written consent, except to employees or contractors who need to know such information for the performance of the Services and who are bound by confidentiality obligations.

Naestinn represents that it will perform Services in a professional and workmanlike manner.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR DATA) ARISING OUT OF THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NAESTINN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO NAESTINN FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

You agree to indemnify and hold harmless Naestinn and its officers, directors, and employees from any claims, damages, liabilities, and expenses arising out of your use of the Deliverables, your breach of these Terms, or your violation of any third-party rights.

Either party may terminate the Services for convenience with thirty (30) days' written notice, or immediately for cause (e.g., material breach). Upon termination, you shall pay Naestinn for all Services performed and expenses incurred up to the date of termination.

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in New Delhi, India.

• Force Majeure: Neither party shall be liable for delays caused by events beyond reasonable control.
• Severability: If any provision is found invalid, the remaining provisions shall remain in effect.
• Entire Agreement: These Terms and applicable SOWs constitute the entire agreement between the parties.