Welcome to THE NEBULUM (“we,” “us,” or “our”). These Terms and Conditions (“Agreement”) govern your use of our website and the provision of our web development services (“Services”) to our high-ticket clients (“Client” or “you”). By accessing our website or engaging our Services, you agree to be bound by these terms.
1. Definitions
Services: All web design, development, implementation, maintenance, support, and related digital solutions provided by THE NEBULUM.
Deliverables: The digital assets, software, code, designs, documentation, and work products produced for you as part of the Services.
Statement of Work (SOW): A document that outlines project specifications, deliverables, timelines, milestones, and fees, which forms an integral part of this Agreement.
Change Request: Any written request by you to modify the project scope, design, functionalities, or deliverables beyond the initial SOW.
Confidential Information: Any non-public information disclosed by either party, including business strategies, technical data, trade secrets, and proprietary materials.
Intellectual Property: All copyrights, trademarks, patents, trade secrets, and other proprietary rights related to the work performed.
2. Scope of Services
2.1. Project Description:
THE NEBULUM shall perform the Services detailed in the attached SOW. We commit to developing a tailored digital solution that meets your business objectives and quality standards.
2.2. Modifications:
Any modification or additional work beyond the agreed SOW must be submitted as a Change Request. Such changes may require adjustments to the project timeline and fees.
3. Client Responsibilities
3.1. Materials and Information:
You agree to provide all necessary materials, data, and access to systems required for the timely and successful completion of the project.
3.2. Designated Contact:
Please designate a primary point of contact for feedback, approvals, and decision-making. Prompt and clear communication is essential for meeting project deadlines.
3.3. Access Rights:
You will grant THE NEBULUM the necessary access to your systems or third-party platforms as needed for integration and deployment.
4. Payment Terms
4.1. Fees and Invoicing:
Fees for our Services are specified in the SOW. Invoices will be issued based on project milestones or on a monthly basis for ongoing services.
4.2. Deposit and Schedule:
A 50% deposit is due upon signing this Agreement, with subsequent payments due per the agreed milestone schedule. All invoices must be paid within 30 days of issuance.
4.3. Late Payment:
Late payments may incur interest at a rate of 1.5% per month, or the maximum rate permitted by law.
4.4. Additional Costs:
Any out-of-scope expenses (e.g., third-party licenses, hosting fees) must be pre-approved and will be invoiced separately.
5. Project Delivery and Acceptance
5.1. Delivery:
THE NEBULUM will deliver the work products as defined in the SOW. Upon delivery, you are required to review and provide feedback within 14 business days.
5.2. Revisions:
You are entitled to three rounds of revisions as outlined in the SOW. Additional revisions will incur extra charges at a rate of $150 per hour or a pre-agreed fee.
5.3. Acceptance:
Once the deliverables meet the agreed specifications, you will provide written acceptance. If discrepancies exist, we will address them promptly per the revision process.
6. Intellectual Property
6.1. Pre-Existing Materials:
Any intellectual property that THE NEBULUM owned prior to this Agreement shall remain our sole property.
6.2. Assignment of Developed Materials:
Upon full payment, THE NEBULUM assigns to you all rights, title, and interest in the final deliverables, excluding any underlying proprietary tools or frameworks. We reserve the right to showcase non-confidential aspects of the project in our portfolio.
6.3. License for Client Materials:
By providing your materials, you grant THE NEBULUM a non-exclusive, royalty-free license to use them solely for the purpose of delivering the Services.
7. Confidentiality
7.1. Obligation:
Both parties agree to protect the confidentiality of any non-public information disclosed during the project. This obligation extends for 5 years following the termination of this Agreement.
7.2. Exclusions:
Confidential Information does not include information that is public, already known, independently developed, or required to be disclosed by law.
8. Warranties and Disclaimers
8.1. Our Warranty:
THE NEBULUM warrants that our Services will be performed in a professional, workmanlike manner and in accordance with industry standards. This warranty is limited to remedying defects in the work performed.
8.2. Disclaimer:
Except as expressly provided, the Services and deliverables are provided “as is” without any additional warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
9. Indemnification
9.1. Client Indemnity:
You agree to indemnify and hold harmless THE NEBULUM and its affiliates, employees, and subcontractors from any claims, damages, or liabilities arising from your breach of this Agreement or misuse of the deliverables.
9.2. Agency Indemnity:
THE NEBULUM shall indemnify you against claims resulting from our gross negligence or willful misconduct in performing the Services.
10. Limitation of Liability
10.1. No Consequential Damages:
Neither party shall be liable for any indirect, incidental, or consequential damages, including loss of revenue or profits, arising out of this Agreement.
10.2. Cap on Liability:
THE NEBULUM's total liability under this Agreement shall not exceed the total fees paid by you under the SOW.
11. Force Majeure
Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, or labor disputes.
10.2. Cap on Liability:
THE NEBULUM's total liability under this Agreement shall not exceed the total fees paid by you under the SOW.
12. Term and Termination
12.1. Term:
This Agreement commences on March 1, 2025 and remains in effect until project completion, unless terminated earlier as provided herein.
12.2. Termination for Convenience:
Either party may terminate this Agreement with 30 days’ written notice. In the event of termination, you agree to pay for all Services rendered up to the termination date.
12.3. Termination for Cause:
Either party may terminate immediately if the other party materially breaches any term of this Agreement and fails to remedy such breach within 10 days after written notice.
13. Dispute Resolution
13.1. Negotiation:
The parties agree to first attempt to resolve any dispute through good-faith negotiation.
13.2. Binding Arbitration:
If a dispute cannot be resolved through negotiation, it will be submitted to binding arbitration under the rules of the American Arbitration Association in New York, NY. The arbitrator’s decision will be final and binding.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of New York, USA. Any legal proceedings arising out of this Agreement shall be brought exclusively in the courts of New York County.
15. Miscellaneous
15.1. Entire Agreement:
This Agreement, including the SOW and any written amendments, constitutes the entire agreement between the parties and supersedes all prior agreements.
15.2. Amendments:
Any amendments or modifications must be in writing and signed by authorized representatives of both parties.
15.3. Assignment:
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
15.4. Severability:
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.5. Notices:
All notices under this Agreement shall be in writing and delivered via certified mail, courier, or email (with confirmation of receipt) to the following addresses:
For THE NEBULUM: [email protected], 123 Main Street, New York, NY 10001, USA
For the Client: The address provided in the SOW.
16. Acceptance
By accessing our website or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
THE NEBULUM
By: Vishesh Desai
Name: Vishesh Desai
Date: March 1, 2020
For any questions or further clarifications regarding these Terms, please contact us at [email protected].
This page is provided for informational purposes only and does not constitute legal advice. We recommend consulting with a qualified attorney to ensure that these Terms meet your specific requirements and comply with applicable laws.
