Terms of Service

These terms are a contract between you ("you", "client", "user") and Vantarra Technologies ("Vantarra", "we", "us"), a studio operating from Nepal. If you accept these terms on behalf of a company, you confirm you have authority to bind that company.

• These terms are governed by the laws of Nepal, including the Contract Act, 2074 (2017), the Electronic Transactions Act, 2063 (2008), the Consumer Protection Act, 2075 (2018), the Copyright Act, 2059 (2002), and the Individual Privacy Act, 2075 (2018).
• Where we provide services to clients or end-users abroad we also comply with international frameworks that apply to them, including GDPR (EU/EEA), UK GDPR & Data Protection Act 2018, CCPA/CPRA (California), PIPEDA (Canada), the Australian Privacy Act 1988, and applicable provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) where the parties do not exclude it in writing.
• Intellectual property is protected under Nepal's Copyright Act, the Patent, Design and Trade Mark Act, 2022 (1965), and international treaties Nepal is a party to including the Berne Convention, Paris Convention and the WTO TRIPS Agreement.

Specific engagements are described in a Statement of Work (SOW), proposal or order form signed by both parties. Each SOW incorporates these terms by reference. If an SOW conflicts with these terms, the SOW controls for that engagement.

• Fees, milestones and currency are set out in each SOW.
• Invoices are payable within 14 days unless otherwise agreed.
• Late payments accrue interest at the maximum rate permitted by law.
• Prices exclude VAT and other applicable taxes; you are responsible for taxes lawfully due in your jurisdiction.
• We may suspend delivery for overdue invoices after written notice.

• On full payment we assign to you the custom deliverables created specifically for your project, subject to any third-party licences (e.g. open-source, fonts, stock media).
• We retain ownership of our pre-existing tools, frameworks, boilerplate and know-how, and grant you a perpetual, worldwide, non-exclusive licence to use them as embedded in your deliverables.
• You grant us permission to reference your project publicly (name, logo, screenshots, case study) unless the SOW says otherwise.
• You warrant that any content you supply does not infringe third-party rights.

You agree not to use the site or our services to:

• Violate Nepali law or any law applicable to you.
• Send spam, malware or engage in phishing.
• Attempt unauthorised access to systems or data, contrary to Sections 44–52 of the Electronic Transactions Act, 2063.
• Infringe intellectual property or privacy rights of others.
• Publish content that is unlawful, defamatory, obscene, or that incites hatred or violence.

Each party will keep the other's non-public information confidential and use it only to perform under the SOW. Confidentiality obligations survive termination for three (3) years, or longer where the law requires.

Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf we sign a Data Processing Agreement (DPA) that reflects the Individual Privacy Act, 2075 and, where relevant, GDPR Article 28.

• We warrant that services will be performed with reasonable skill and care.
• Except as expressly stated, the site and services are provided "as is" without warranties of merchantability, fitness for a particular purpose, or non-infringement, to the extent permitted by law.
• We do not warrant uninterrupted or error-free operation of third-party platforms (hosting, payment, email) integrated at your request.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or data. Our total aggregate liability arising out of or relating to an engagement is limited to the fees you paid us under the relevant SOW in the twelve (12) months preceding the claim. Nothing in these terms limits liability that cannot be excluded under Nepali law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

Each party will defend and indemnify the other against third-party claims arising from its breach of these terms, infringement of intellectual property, or violation of applicable law, subject to prompt notice, reasonable cooperation, and sole control of the defence by the indemnifying party.

• Either party may terminate an SOW for convenience with 14 days' written notice; you pay for work completed up to the effective date.
• Either party may terminate immediately for material breach not cured within 15 days of written notice, or for insolvency.
• Sections that by their nature should survive termination (IP, payment, confidentiality, liability, governing law) will survive.

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, civil unrest, government action, epidemics or widespread infrastructure failures. The affected party will notify the other and mitigate impact where possible.

• The parties will first attempt to resolve any dispute through good-faith negotiation for 30 days.
• Unresolved disputes will be finally settled by arbitration in Kathmandu, Nepal under the Arbitration Act, 2055 (1999) by a sole arbitrator appointed by mutual agreement, in English.
• The seat of arbitration is Nepal. Nothing prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.
• For consumers in the EU/UK, mandatory local consumer protection rights are not affected by this clause.

• These terms plus the SOW form the entire agreement between the parties on the subject.
• If any provision is unenforceable, the rest remains in effect.
• Neither party may assign this agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• Notices must be in writing and sent to the email addresses on file.

Vantarra Technologies — Kathmandu, Nepal.
Email: legal@vantarra.tech