Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services, platforms, and websites provided by Servlution Pvt. Ltd. ("Servlution", "we", "us", or "our").

By accessing our website, engaging our services, signing a Statement of Work, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you must not use our services.

Throughout these Terms, the following definitions apply:

• "Client": the legal entity engaging Servlution to provide services.
• "Services": software development, managed IT support, engineer network staffing, digital marketing, and any related professional services.
• "SOW": a Statement of Work, Order Form, or similar document describing a specific engagement.
• "Deliverables": any software, documentation, design, report, or other output created for the Client under an SOW.
• "Confidential Information": non-public information disclosed by either party that is marked confidential or would reasonably be understood to be confidential.
• "Personal Data": information relating to an identified or identifiable natural person, as defined in applicable data protection law.

The specific services to be provided, timelines, deliverables, acceptance criteria, and fees are set out in the applicable SOW. In the event of a conflict between these Terms and an SOW, the SOW controls for that engagement.

Unless expressly stated in an SOW, we provide services on a professional-services basis and do not make any warranty as to fitness for a particular purpose beyond what is stated in the applicable SOW.

Servlution may engage subcontractors or members of its engineer network to deliver services. We remain responsible for the quality and confidentiality of all work performed under an SOW.

The Client agrees to:

• Provide accurate, complete, and timely information required for delivery.
• Grant reasonable access to systems, documentation, and personnel as needed.
• Designate a project contact with authority to make decisions and approve deliverables.
• Comply with all applicable laws and regulations in connection with the engagement.
• Not use Servlution services to transmit malware, infringe intellectual property, harass individuals, or violate export controls.
• Pay all applicable fees when due under the SOW.

The Client is responsible for the security and legality of any data, credentials, or materials it provides to Servlution. Where the Client provides access to third-party systems, the Client warrants that it has the right to do so.

Where an SOW includes service-level commitments, those commitments are binding and are measured against the standards set out in the SOW. In the absence of an explicit SLA:

• Standard support hours are 09:00 to 18:00 in the Client's primary timezone, Monday through Friday.
• Emergency escalation is available 24/7 for critical incidents affecting production systems.
• Response and resolution targets are reasonable best-effort and do not constitute a guarantee.

Service credits, where agreed, are the Client's sole remedy for missed service-level targets.

Fees for services are set out in the applicable SOW. Unless otherwise stated:

• Invoices are issued monthly in arrears for time-and-materials engagements.
• Fixed-price engagements are invoiced according to the milestone schedule in the SOW.
• Payment is due within thirty days of invoice date.
• Late payments may accrue interest at 1.5% per month or the maximum permitted by law.
• All fees are exclusive of applicable taxes, duties, and withholdings.

The Client is responsible for any bank charges, currency conversion fees, or wire transfer costs incurred in making payments.

Unless otherwise stated in an SOW:

• All pre-existing intellectual property owned by either party remains with that party.
• Upon full payment of applicable fees, the Client receives ownership of custom Deliverables created specifically for it under the SOW.
• Servlution retains ownership of its methodologies, frameworks, tools, and reusable components.
• Third-party components (open source, licensed, or vendor software) remain subject to their respective licenses.
• Servlution may reference the Client engagement in anonymised case studies unless the Client requests otherwise in writing.

Nothing in these Terms grants either party a license to the other party's trademarks without prior written consent.

Each party agrees to hold the other party's Confidential Information in strict confidence and to use it only for the purposes of the engagement.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach of these Terms.
• Was rightfully known to the receiving party before disclosure.
• Is independently developed without use of the disclosing party's information.
• Is required to be disclosed by law, provided reasonable notice is given to the disclosing party.

Confidentiality obligations survive termination of the engagement for a period of five years, or indefinitely for trade secrets.

Each party will comply with applicable data protection laws, including the EU GDPR where relevant. Where Servlution processes Personal Data on behalf of the Client, a Data Processing Agreement will be executed and will govern that processing.

Servlution will:

• Process Personal Data only on documented instructions from the Client.
• Implement appropriate technical and organisational security measures.
• Notify the Client without undue delay upon becoming aware of a personal data breach.
• Assist the Client in responding to data subject rights requests.
• Delete or return Personal Data upon termination of the engagement as instructed.

Where Servlution engages sub-processors, it will impose equivalent data protection obligations by written contract.

To the maximum extent permitted by applicable law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profit, revenue, or data.
• Each party's total aggregate liability under an SOW is limited to the fees paid or payable under that SOW in the twelve months preceding the claim.
• These limitations do not apply to breach of confidentiality, indemnification obligations, or a party's gross negligence or wilful misconduct.

Servlution is not liable for delays or failures caused by factors beyond its reasonable control, including Client dependencies, third-party outages, or force majeure events.

Servlution will indemnify the Client against third-party claims alleging that custom Deliverables developed by Servlution infringe a valid intellectual property right, provided the Client promptly notifies Servlution of the claim and gives Servlution control of the defence.

The Client will indemnify Servlution against third-party claims arising from:

• Client-provided materials, data, or credentials.
• Client's use of Deliverables in a manner not contemplated by the SOW.
• Client's breach of these Terms or applicable law.

Indemnification obligations are conditional on the indemnified party providing reasonable cooperation in the defence.

An SOW remains in effect until the engagement is completed or terminated as set out below.

• For convenience: either party may terminate a recurring engagement with sixty days' written notice.
• For cause: either party may terminate immediately upon material breach that remains uncured for thirty days after written notice.
• For insolvency: either party may terminate immediately if the other becomes insolvent or ceases operations.

Upon termination, the Client will pay for all services rendered up to the effective termination date. Sections relating to confidentiality, intellectual property, limitation of liability, and governing law survive termination.

These Terms are governed by the laws of Nepal, without regard to conflict-of-law principles.

Where the Client is located outside Nepal, the parties may agree in the applicable SOW to resolve disputes under the laws of a mutually agreed jurisdiction. In the absence of such agreement, the courts of Kathmandu, Nepal shall have exclusive jurisdiction.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation for a period of thirty days.

If negotiation fails, the parties agree to submit the dispute to binding arbitration under the rules of the International Chamber of Commerce (ICC), with the seat of arbitration in Kathmandu, Nepal, and proceedings conducted in English.

Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Servlution may update these Terms from time to time. Material changes will be communicated to active clients by email at least thirty days before they take effect. Continued use of our services after the effective date constitutes acceptance of the updated Terms.

Changes to fees, service levels, or scope for a specific engagement are governed by the applicable SOW and require mutual written agreement.

For questions about these Terms of Service:

Servlution Pvt. Ltd. — Legal Department Putalisadak-31, Kathmandu, Nepal Email: legal@servlution.net Phone: +977-1-4243520, 4243521

For commercial or contractual matters relating to an active engagement, please contact your engagement manager directly.