Terms of Service for Neumori LLP

Effective Date: 17 February 2025

Introduction

These Terms of Service (hereinafter referred to as the "Terms") constitute a legally binding agreement between Neumori LLP, a limited liability partnership duly incorporated under the laws of India, with its registered office at H.NO 69, Shiva Enclave, Patiala Road, Near Green View Heights, Zirakpur, Mohali- 140603 , and any business entity or authorized representative thereof (hereinafter referred to as the "Client," "you," or "your"). These Terms govern your access to and use of Neumori LLP’s proprietary platforms, websites, and the provision of our comprehensive suite of B2B services, including but not limited to: information technology consulting, software development, artificial intelligence (AI) solutions, UI/UX and brand design, digital strategy, marketing services, and business consultancy (collectively referred to as the "Services").

By accessing, browsing, or engaging Neumori LLP for any Services, the Client agrees to be bound by these Terms, as well as our Privacy Policy, Code of Conduct, Cookie Policy, and any supplemental agreements (including but not limited to Project Briefs, Master Service Agreements (MSAs), Statements of Work (SOWs), or other written addenda).

Definitions

Deliverables: All output, content, reports, software code, designs, data models, prototypes, campaigns, strategies, or materials produced as part of the Services rendered.

Agreement: Collectively refers to these Terms, the Privacy Policy, and any separate contracts or SOWs executed between the Client and Neumori LLP.

Confidential Information: Any and all information disclosed, either orally or in writing, that is identified as confidential or should reasonably be understood to be confidential, including but not limited to proprietary processes, technical data, business strategies, and trade secrets.

Nature and Scope of Services

Neumori LLP provides custom professional services tailored for each Client based on the scope of the engagement. These may include, but are not limited to:

  • Full-stack software and web development
  • Custom AI agent development and data pipeline integrations
  • IT architecture and cloud consulting
  • UI/UX design, branding, prototyping
  • Digital marketing strategy, SEO/SEM, social media management
  • Business transformation and operational consultancy

All Services will be detailed in individual SOWs or MSAs. Any deviation, expansion, or reduction in scope shall require mutual written consent.

Engagement Protocols and Responsibilities

4.1 Client Cooperation: The Client shall provide all necessary access, documents, data, brand assets, personnel support, and timely approvals. Delays in Client obligations may result in project extension and additional charges.

4.2 Non-Solicitation: The Client agrees not to solicit or hire any employee or subcontractor of Neumori LLP, directly or indirectly, during the term of the engagement and for a period of twelve (12) months thereafter.

4.3 Performance Benchmarks: While Neumori LLP strives to meet agreed KPIs and timelines, unforeseen circumstances (such as third-party dependencies, regulatory interventions, or force majeure events) may warrant adjustments.

Intellectual Property Rights

5.1 Ownership of Pre-Existing IP: All tools, codebases, frameworks, proprietary algorithms, documentation, and internal systems developed prior to or independently of the engagement remain the sole intellectual property of Neumori LLP.

5.2 Client Deliverables: Upon full and final settlement of dues, the Client shall receive a perpetual, non-exclusive, royalty-free license to use the specific Deliverables outlined in the engagement. This shall not include Neumori LLP’s underlying tools, templates, or reusable components unless expressly agreed in writing.

5.3 Third-Party Materials: Any third-party assets or open-source components used shall be subject to their respective licenses, and the Client agrees to comply with such terms.

Confidentiality & Non-Disclosure

6.1 Both parties agree to maintain the confidentiality of each other’s Confidential Information and shall not disclose such information to any third party without express written consent.

6.2 These obligations shall survive for a period of three (3) years following termination of the engagement.

6.3 Disclosure may be permitted if required by law, court order, or governmental request, provided the disclosing party gives prior notice (where legally permissible).

Data Privacy and Cookie Usage

Neumori LLP complies with the EU General Data Protection Regulation (GDPR), Indian IT Act, and other applicable data protection laws.

7.1 We only collect essential personal data and usage information for:

  • Remembering user interface preferences (e.g., light/dark theme);
  • Tracking likes/dislikes on blog content for user convenience and gauging community engagement.

7.2 For all cookies and tracking tools used, please refer to our Privacy Policy. All collected data is anonymized where possible, and users may opt out or manage preferences at any time.

Payment Terms

8.1 Invoices are to be settled within thirty (30) days of issuance unless otherwise specified in the SOW or MSA.

8.2 Late payments shall incur interest at a rate of 2% per month or the maximum permitted by law, whichever is lower.

8.3 Neumori LLP reserves the right to withhold Deliverables or suspend Services for delayed payments.

Warranties and Representations

9.1 Neumori LLP warrants that the Services shall be performed using reasonable skill, care, and diligence consistent with prevailing industry standards.

9.2 The Client warrants that all materials provided do not infringe any third-party intellectual property rights and that it holds all necessary permissions.

9.3 No warranty is made regarding commercial success, financial returns, or user engagement metrics unless explicitly agreed upon in writing.

Limitation of Liability

To the fullest extent permitted by applicable law:

  • Neumori LLP shall not be liable for any indirect, special, incidental, consequential, or punitive damages;
  • Liability shall be capped at the total amount paid by the Client in the six (6) months preceding the event giving rise to the claim.

Indemnification

The Client agrees to indemnify, defend, and hold harmless Neumori LLP, its partners, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in connection with:

  • Breach of these Terms;
  • Violation of applicable laws or third-party rights;
  • Use of the Services or Deliverables beyond the agreed scope.

Force Majeure

Neither party shall be held liable for failure or delay in performance due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, cyberattacks, government restrictions, pandemics, and labor strikes.

Termination

13.1 Either party may terminate an engagement with thirty (30) days’ written notice.

13.2 In the event of material breach, the non-breaching party may terminate immediately upon notice.

13.3 Upon termination:

  • The Client shall pay for all work completed up to the termination date;
  • All licenses granted shall cease unless otherwise stated;
  • Confidentiality and IP clauses shall survive.

Subcontracting and Third-Party Engagements

Neumori LLP reserves the right to engage qualified third-party vendors or subcontractors, provided that Neumori LLP remains responsible for their performance under this Agreement.

Dispute Resolution

15.1 In the event of disputes, the parties shall first attempt to resolve the issue amicably through good-faith negotiations.

15.2 Failing resolution within thirty (30) days, disputes shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996. Venue shall be Chandigarh, India. Language shall be English.

15.3 Subject to arbitration, courts located in Chandigarh, India shall have exclusive jurisdiction.

Modifications to Terms

Neumori LLP reserves the right to update or revise these Terms at any time. The latest version will be posted on the Terms of Service page of our website. Continued use of the Services following such changes constitutes acceptance of the revised Terms.

Entire Agreement and Severability

These Terms, together with the Privacy Policy, SOWs, and supplemental agreements, constitute the entire agreement between the parties. If any provision is deemed invalid, the remainder shall remain in full force.

Contact Information

For legal notices, queries, or support:

Email: [email protected]

Phone: +91 70877-30665

Registered Address: H.NO 69, Shiva Enclave, Patiala Road, Near Green View Heights, Zirakpur, Mohali- 140603

© Neumori LLP. All Rights Reserved.