1. Acceptance of these terms

These Terms & Conditions ("Terms") form a binding agreement between Inflancer Technology, having its office at Gwarko-17, Lalitpur, Bagmati Province, Nepal ("Inflancer", "we", "us", "our"), and the person or organisation that visits our website, requests a proposal, or engages us for services ("Client", "you", "your").

By browsing our website, submitting an enquiry, signing a proposal, paying an invoice or otherwise using our services, you confirm that you have read, understood and accepted these Terms. If you are entering into these Terms on behalf of a company, you confirm that you have authority to bind that company.

If you do not agree with any part of these Terms, please do not use our website or services.

2. Definitions

• "Services" means software design, web and mobile application development, SaaS development, UI/UX design, AI and automation solutions, DevOps, quality assurance, maintenance, support, consulting and any related work we perform for you.
• "Proposal" or "Statement of Work (SOW)" means the written document, quotation or email that describes the scope, deliverables, timeline, milestones and fees for a particular engagement.
• "Deliverables" means the source code, designs, documentation, builds and other materials we create specifically for you under a Proposal.
• "Pre-existing Materials" means code, libraries, frameworks, tools, templates, know-how and components owned or licensed by us before or independently of the engagement.
• "Third-party Materials" means open-source software, APIs, fonts, images, plugins, hosting and other products or services owned by third parties.
• "Confidential Information" has the meaning given in section 11.

3. Our services and scope

Every engagement is described in a Proposal or SOW agreed in writing (email is sufficient). The Proposal defines what is included; anything not expressly listed is out of scope.

Where a Proposal conflicts with these Terms, the Proposal prevails for that engagement only. A separately signed Master Services Agreement, if any, prevails over both.

We will perform the Services with reasonable skill, care and diligence, in line with generally accepted industry practice, using appropriately qualified team members of our choosing.

Estimates of time and cost are made in good faith on the information available at the time. They are not fixed unless the Proposal expressly states a fixed price.

4. Your responsibilities

To help us deliver on time, you agree to:

• provide accurate requirements, content, brand assets, credentials and feedback promptly, normally within five (5) business days of a request;
• nominate one decision-maker who can approve designs, milestones and changes;
• ensure that any content, data, trademarks or materials you supply do not infringe anyone's rights and that you have the necessary licences and consents (including for personal data);
• maintain backups of your own data and systems except where backups are part of our agreed scope;
• comply with all laws that apply to your business and to the product we build for you.

Delays caused by late feedback, missing materials or third-party dependencies outside our control extend the timeline accordingly and may affect cost where resources have been reserved.

5. Change requests

Requirements often evolve, and we welcome that. Any change to the agreed scope, features, design or timeline must be raised as a change request.

We will assess each change request and confirm its impact on cost and schedule in writing. The change becomes part of the engagement only after you approve that estimate. Minor adjustments that do not affect effort may be accommodated at our discretion without charge.

6. Fees, invoicing and payment

Fees are set out in the Proposal and may be fixed-price, milestone-based, time-and-materials or a monthly retainer.

• Unless otherwise agreed, an advance payment is due before work starts, and the balance is invoiced at the milestones defined in the Proposal.
• Invoices are payable within seven (7) days of issue by bank transfer or another method we accept.
• Prices are exclusive of VAT and other applicable taxes, which will be added where required by the laws of Nepal or your jurisdiction. Bank and transfer charges are borne by the paying party.
• Third-party costs such as hosting, domains, app-store accounts, paid APIs, licences and SMS or email credits are payable by you, directly or reimbursed at cost, unless the Proposal says otherwise.

If an invoice remains unpaid fourteen (14) days after its due date, we may pause work, withhold delivery of further Deliverables and suspend hosting or support we manage, after giving you written notice. Timelines are extended by the period of suspension.

7. Delivery, testing and acceptance

We deliver work in milestones and share demos or staging builds so you can review progress regularly.

You will have ten (10) business days from delivery of a milestone to test it against the agreed specification and report any defects in writing. We will fix reported defects that are within scope and resubmit.

A milestone is accepted when you approve it in writing, when you use it in production, or when the review period passes without a written defect report, whichever happens first.

8. Intellectual property and ownership

Upon receipt of full payment for an engagement, all rights, title and interest in the Deliverables created specifically for you, including source code, designs and documentation, transfer to you. We will provide the complete repository and assets and execute any reasonable document needed to confirm the transfer.

Until full payment is received, the Deliverables remain our property and are licensed to you only for evaluation and testing.

We retain ownership of our Pre-existing Materials. Where they are included in the Deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify and maintain them as part of your product.

Third-party Materials remain subject to their own licences, which we will identify where they impose material obligations. We do not knowingly use open-source components whose licence would require you to publish your proprietary source code without telling you first.

We do not retain any licence over your product, do not lock you in, and impose no hosting dependency. You may hand the codebase to another team at any time.

9. Portfolio and publicity

Unless you tell us otherwise in writing, we may mention your name and logo as a client and show non-confidential screenshots of the finished product in our portfolio, case studies and proposals.

If your project is under an NDA or you prefer not to be named, we will not publicise it. Just let us know at any time.

10. Warranty and post-launch support

For thirty (30) days after final acceptance we will fix, free of charge, any defect that causes the Deliverables not to perform materially in accordance with the agreed specification (the "Warranty Period").

The warranty does not cover issues caused by changes made by you or third parties, misuse, unsupported environments, third-party service outages, changes in third-party APIs or operating systems after delivery, or new features.

Ongoing maintenance, monitoring, updates and feature work after the Warranty Period are available under a separate support or retainer plan.

Except as expressly stated in these Terms, the Services and Deliverables are provided without any other warranty, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by law. We do not guarantee that software will be entirely error-free or uninterrupted.

11. Confidentiality

"Confidential Information" means any non-public business, technical, financial or personal information disclosed by one party to the other, including ideas, source code, designs, credentials, customer data, pricing and business plans.

Each party will keep the other's Confidential Information secret, use it only to perform or receive the Services, and share it only with employees and contractors who need to know it and are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law or court order (with prompt notice where lawful).

These obligations survive for three (3) years after the engagement ends, and indefinitely for source code, credentials, trade secrets and personal data. For additional protection you can sign our Mutual NDA online before sharing your idea.

12. Data protection and security

Where we process personal data on your behalf while building, hosting or supporting your product, we act as your data processor. We will process it only on your documented instructions, keep it confidential, apply appropriate technical and organisational security measures, and delete or return it at the end of the engagement.

You are responsible, as data controller, for having a lawful basis for that processing and for providing the required notices to your users.

We follow secure development practices, including access control, least-privilege credentials, encrypted connections and code review. You remain responsible for the security of systems and accounts you control.

How we handle personal data about you and our website visitors is explained in our Privacy Policy.

13. Non-solicitation

During an engagement and for twelve (12) months after it ends, neither party will directly solicit for employment any employee of the other who was involved in the engagement, without the other's written consent. General job advertisements not targeted at those employees are not a breach.

14. Limitation of liability

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be limited by law.

Subject to that, neither party is liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, business, goodwill or data, however caused.

Our total aggregate liability arising out of or in connection with an engagement is limited to the fees you actually paid us for that engagement in the twelve (12) months before the event giving rise to the claim.

15. Indemnity

You will indemnify us against claims by third parties arising from content, data or materials you provide, or from your use of the Deliverables in breach of law or of these Terms.

We will indemnify you against claims by third parties that Deliverables we created (excluding your materials and Third-party Materials) infringe their intellectual property rights, provided you notify us promptly and let us control the defence.

16. Term and termination

Either party may terminate an engagement by giving fifteen (15) days' written notice.

Either party may terminate immediately by written notice if the other materially breaches these Terms and does not remedy the breach within fifteen (15) days of being asked to, or becomes insolvent.

On termination you will pay for all work performed and expenses incurred up to the termination date, including work in progress on a pro-rata basis. Advance payments cover work already performed and are otherwise non-refundable except where the Proposal provides for refunds. On payment, we will hand over all Deliverables completed to date under section 8.

Sections on fees owed, intellectual property, confidentiality, liability, indemnity and governing law survive termination.

17. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, earthquakes, floods, epidemics, strikes, government action, prolonged power or internet outages, or failures of third-party platforms. The affected party will notify the other promptly and resume performance as soon as possible. If the event lasts more than thirty (30) days, either party may terminate the affected engagement.

18. Use of our website

The content of our website, including text, graphics, logos and code, belongs to us or our licensors and may not be copied or reused without permission, except for personal, non-commercial viewing.

You must not misuse the website, including by attempting unauthorised access, introducing malware, scraping at a disruptive rate, or submitting false or unlawful information through our forms.

Information on the website is for general guidance and does not form an offer. Links to third-party websites are provided for convenience; we are not responsible for their content.

19. Governing law and disputes

These Terms and any engagement are governed by the laws of Nepal.

The parties will first try in good faith to resolve any dispute through discussion between senior representatives within thirty (30) days. If unresolved, the dispute shall be referred to arbitration under the Arbitration Act, 2055 (1999) of Nepal, seated in Kathmandu Valley, conducted in English by a sole arbitrator. Subject to that, the courts of Lalitpur, Nepal have exclusive jurisdiction. Either party may seek urgent injunctive relief from any competent court.

20. General

• Entire agreement: these Terms, the Proposal and any signed NDA form the entire agreement for an engagement and supersede prior discussions.
• Amendments: changes to an engagement must be agreed in writing. We may update these Terms for future engagements by publishing a new version on this page.
• Assignment: neither party may assign an engagement without the other's consent, except to a successor of its whole business.
• Independent contractors: the parties are independent; nothing creates a partnership, employment or agency.
• Severability: if any provision is held invalid, the rest remains in force.
• Waiver: failing to enforce a right is not a waiver of it.
• Notices: notices must be in writing and may be sent by email to the addresses the parties use for the engagement.

21. Contact us

Questions about these Terms? Write to contact@inflancer.com, call +977 9705970503, or visit us at Gwarko-17, Lalitpur, Bagmati Province, Nepal.