Terms of Service

1. Agreement to Terms

By accessing and using this website and our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you do not agree with any part of these Terms, you should not use our website or services.

These Terms are binding and enforceable. By using our services, you are entering into a legally binding contract with NetJet Labs.

2. Definitions

For the purpose of these Terms:

• "Company," "We," "Us," "Our" refers to NetJet Labs and all of its subsidiaries and affiliates.
• "User," "You," "Your" refers to the individual or entity accessing our website or using our services.
• "Website" refers to https://netjetlabs.com and all associated subdomains and pages.
• "Services" refers to software development, consulting, technical support, and other services provided by NetJet Labs.
• "Project" refers to a specific software development or technical engagement with defined scope, timeline, and deliverables.
• "Deliverables" refers to the software, documentation, code, systems, and other work products created as part of a Project.
• "Client" refers to the company or individual who engages NetJet Labs for Services.
• "Confidential Information" refers to non-public business information shared between parties during a professional relationship.
• "Agreement" refers to these Terms of Service plus any signed project agreement, statement of work, or other contractual document.

3. Our Services

A. What We Provide

NetJet Labs offers the following services:

• Custom software development and engineering
• Enterprise Resource Planning (ERP) system design and implementation
• Web application and mobile app development
• IoT solutions and embedded systems
• UI/UX design and digital transformation
• Technical consulting and architecture guidance
• Cybersecurity and system hardening
• Ongoing maintenance and support services

B. Service Delivery

Our services are typically delivered through:

• Initial discovery and requirements gathering
• Architecture and design phase
• Development and implementation
• Quality assurance and testing
• Deployment and launch support
• Ongoing maintenance and evolution

C. Specific Project Terms

Each Project is governed by a Statement of Work (SOW) or Project Agreement that specifies:

• Specific scope and deliverables
• Timeline and milestones
• Fees and payment terms
• Roles and responsibilities
• Technical requirements and standards

In case of conflict between these Terms and a specific Project Agreement, the Project Agreement takes precedence.

4. Eligibility and Access

A. Who Can Use Our Services

You represent and warrant that:

• You are at least 18 years old (or the age of majority in your jurisdiction)
• You have the legal capacity to enter into binding agreements
• If using our services on behalf of a company, you have authority to bind that company
• You are not prohibited by law from using our services
• You are not located in a country under U.S. or international sanctions

B. Geographic Restrictions

Our services are generally available worldwide, subject to applicable laws. We may restrict access to certain services in certain jurisdictions based on legal requirements.

C. Account Access

If you create an account or access system credentials:

• You are responsible for keeping your login information confidential
• You are liable for all activity under your account
• Notify us immediately of unauthorized access
• You must not share credentials or grant unauthorized access

5. Acceptable Use Policy

A. Prohibited Conduct

You agree NOT to:

Illegal Activities

• Use our services for any illegal purpose or in violation of any laws
• Transmit malware, viruses, or harmful code
• Facilitate fraud, money laundering, or other financial crimes
• Violate intellectual property rights
• Engage in hacking, unauthorized access, or system disruption

Harmful Conduct

• Harass, threaten, abuse, or harm others
• Defame or disparage individuals or organizations
• Phishing, social engineering, or deceiving others
• Spam, unsolicited emails, or bulk messaging
• Sharing private information without consent

System Abuse

• Overloading systems with excessive requests (DoS attacks)
• Reverse-engineering or attempting to break security measures
• Scraping our website without permission
• Interfering with system performance or security
• Attempting to access unauthorized portions of our systems

Intellectual Property Violations

• Infringing on copyrights, trademarks, or patents
• Using our code, designs, or content without permission
• Creating derivative works without authorization
• Violating open-source licenses

B. Consequences of Violation

If you violate this Acceptable Use Policy, we may:

• Immediately suspend your access
• Terminate your account or project
• Remove your content
• Report illegal activity to law enforcement
• Pursue legal action and recover damages

6. Intellectual Property Rights

A. Our Intellectual Property

NetJet Labs retains all rights to:

• Website design, layout, and content
• Company materials, documentation, and methodologies
• Pre-existing tools, frameworks, and libraries
• Generic code, algorithms, and processes
• Our trademarks, logos, and brand identity

You may not use our intellectual property without express written permission.

B. Your Intellectual Property

You retain ownership of:

• Your pre-existing intellectual property
• Your business information and strategies
• Your data and content you provide to us

You grant us a limited license to use your information solely for providing the Services.

C. Project Deliverables

Ownership

Upon full payment and project completion, you will own the custom Deliverables created for your Project, including:

• Custom code written specifically for your project
• Custom designs and UI/UX created for you
• Project documentation and architecture

Third-Party Components

Deliverables may include open-source or third-party components. Ownership and licensing of those components are governed by their respective licenses (GPL, MIT, Apache, etc.). You agree to comply with those licenses.

Pre-Existing Intellectual Property

If the Deliverables incorporate NetJet Labs' pre-existing IP (frameworks, methodologies, tools), you receive a perpetual, non-exclusive, royalty-free license to use those components solely as part of the Deliverables.

D. License Grant to You

Subject to these Terms, we grant you:

• Website: Non-commercial, personal use only
• Deliverables: Full ownership after completion and payment
• Documentation: Use for operating and maintaining systems
• Open Source: Use subject to respective open-source licenses

E. Restrictions on Your Use

You may NOT:

• Reverse-engineer or decompile any software
• Create derivative works without permission
• Resell or redistribute our services as your own
• Remove copyright notices or attribution
• Use our intellectual property for competing services

7. Your Content

A. Responsibility for Your Content

You are solely responsible for any content, data, or information you provide to us. You warrant that:

• All content is accurate and truthful
• You own or have permission to use all content
• Content doesn't infringe on anyone's rights
• Content doesn't contain malware or harmful code
• You comply with all applicable laws regarding the content

B. License to NetJet Labs

By providing content to us, you grant NetJet Labs:

• A non-exclusive license to use content for service delivery
• Rights to modify and adapt content as necessary
• Rights to store and backup content for security
• Limited rights to use in portfolio/marketing (with your consent)

C. Your Data and Confidentiality

We protect your data according to our Privacy Policy and any NDA. However, we are not liable for:

• Data loss if you fail to maintain backups
• Unauthorized access if you don't secure credentials
• Data corruption if you don't follow our guidelines

D. Removal of Content

We may remove content if:

• It violates these Terms or applicable laws
• It's requested by law enforcement
• It infringes on third-party rights
• It contains malware or malicious code

8. Project Engagement Terms

A. Scope and Changes

Initial Scope

Each Project starts with a clearly defined scope documented in a Statement of Work (SOW) or Project Agreement. Scope includes specific deliverables, requirements, and exclusions.

Scope Changes

If you request changes to scope:

• Changes require written amendment to the Project Agreement
• Changes may affect timeline and budget
• We'll provide estimate for scope change impact
• We may adjust schedule based on complexity
• Additional costs apply for work outside original scope

Scope Creep Protection

We track all changes to maintain project integrity and timeline. Requests that exceed agreed scope will be documented separately and billed accordingly.

B. Timelines and Deadlines

Timeline estimates are good-faith projections, not guarantees. Actual timelines may vary based on:

• Complexity of technical requirements
• Quality of requirements documentation
• Your responsiveness and feedback
• Third-party dependencies or integrations
• Unforeseen technical challenges

We communicate timeline impacts as soon as they're identified. Major delays (15%+ of original estimate) require written notice and discussion of mitigation options.

C. Client Responsibilities

Project success depends on your participation:

• Designate a primary point of contact
• Provide timely requirements and feedback
• Approve designs and specifications on schedule
• Provide necessary data and access
• Make decisions promptly (avoid analysis paralysis)
• Participate in testing and QA activities
• Ensure your team is available for collaboration

Delays caused by client inaction may result in timeline extensions and additional costs.

D. Communication and Status

• Regular status updates provided per project agreement
• Typically weekly demos or progress reports
• Sprint planning and retrospectives
• Risk identification and escalation
• Change request tracking

E. Quality Standards

Deliverables will meet the quality standards defined in your Project Agreement:

• Code reviewed and tested
• Security best practices implemented
• Performance optimization included
• Documentation provided
• Known issues disclosed upfront

F. Warranties on Deliverables

We warrant that Deliverables will:

• Be created by our team with appropriate skill level
• Meet the functional requirements in the Project Agreement
• Not knowingly infringe third-party intellectual property
• Be free from malware and malicious code (when delivered)

We provide a 30-day warranty period for critical defects. After that, support is provided under maintenance terms.

9. Fees and Payment Terms

A. Fee Structure

NetJet Labs' fees are structured as follows:

Project-Based (Fixed Price)

• Defined scope, deliverables, and fixed price
• Includes specified number of revision rounds
• Out-of-scope work billed separately at hourly rates

Time & Materials (Hourly)

• Billed monthly based on actual time spent
• Monthly cap may be specified in Project Agreement
• Requires weekly time tracking and reporting

Retainer / Support Services

• Monthly recurring fee for ongoing support
• Includes defined hours/scope per month
• Unused hours typically don't roll over

B. Invoicing and Payment

Invoice Schedule

• Project-Based: Typically 50% upfront, 50% on completion
• Hourly: Monthly invoicing in arrears
• Retainer: Monthly in advance

Payment Terms

• Net 15 days from invoice date (standard)
• Payment methods: Wire transfer, credit card, bank transfer
• Late payments accrue 1.5% interest per month
• We may suspend services for 30+ days overdue

Expenses

• Cloud infrastructure and hosting costs pass-through
• Third-party software licenses and subscriptions pass-through
• Other direct expenses documented and approved upfront

C. Price Changes

For ongoing engagements (retainers, T&M):

• Prices valid for 12 months from project start
• After 12 months, prices may be adjusted with 30 days notice
• Cost-of-living adjustments may apply
• Significant hourly rate increases require discussion

D. Taxes

• Fees do not include sales tax, VAT, or similar taxes
• You are responsible for applicable taxes in your jurisdiction
• If tax-exempt, provide documentation before invoicing
• We comply with tax withholding requirements

E. Refunds and Cancellation

Upfront Payments

• Non-refundable once work begins on project
• If project is cancelled before work starts, refund of 100%
• If project is cancelled after work begins, you forfeit pre-paid amount or pay for work completed to date (whichever is greater)

Monthly Invoices

• Due in full upon invoice
• Credits only for billing errors or service failures

10. Confidentiality and Non-Disclosure

A. Confidential Information

Both parties agree to protect confidential information:

What's Confidential

• Technical specifications and system designs
• Business strategies and financial information
• Source code and proprietary algorithms
• Client lists and project details
• Security credentials and access information
• Any information marked "confidential"

What's NOT Confidential

• Publicly available information
• Information you knew before our engagement
• Information independently developed
• Information properly disclosed by third parties

B. Obligations

Each party agrees to:

• Not disclose confidential information without consent
• Use information only for contracted purposes
• Implement reasonable safeguards
• Limit access to authorized personnel
• Return or destroy information upon project end

C. Exceptions

We may disclose information if:

• Required by law or court order
• Necessary to protect our rights or security
• Needed for legal defense
• Permitted by an NDA or separate agreement

D. Duration

Confidentiality obligations continue for 3 years after project completion or 5 years after information disclosure, whichever is longer.

E. Use of Client References

With your permission, we may:

• List you as a client reference
• Include your logo on our website
• Create a case study about our work (with approval)
• Reference the project in proposals to other clients

We will not disclose specific details or metrics without your written consent.

11. Warranties and Disclaimers

A. Warranties We Provide

Authority

We warrant that we have the authority to enter into this Agreement and perform our obligations.

Work Quality

We warrant that Deliverables will be created in a professional manner consistent with industry standards.

Non-Infringement

We warrant that Deliverables will not knowingly infringe third-party intellectual property rights.

Warranty Period

Critical defects in Deliverables are warranted for 30 days after delivery. After that period, defects are addressed under support/maintenance terms.

B. Disclaimers

Website and Services

• Website and services provided "AS IS" without warranty
• We do not warrant uninterrupted or error-free operation
• We do not warrant security against all attacks
• We do not warrant any specific results or outcomes

Third-Party Content

• We are not responsible for third-party content
• External links do not constitute endorsement
• Third-party services have their own terms

User Content

• We do not endorse or guarantee user-provided content
• You are solely responsible for your content

C. Open Source Software

Deliverables may include open-source software governed by licenses (GPL, MIT, Apache, BSD, etc.). Those licenses apply regardless of these Terms. You agree to comply with all applicable open-source licenses.

12. Limitation of Liability

A. Liability Cap

B. Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:

• Indirect, incidental, or consequential damages
• Lost profits or business opportunities
• Loss of revenue or income
• Loss of data or business interruption
• Damage to reputation or goodwill
• Punitive or exemplary damages

This applies even if a party was advised of the possibility of such damages.

C. Exceptions

These limitations do not apply to:

• Gross negligence or willful misconduct
• Breaches of confidentiality obligations
• Infringement of intellectual property rights
• Either party's indemnification obligations
• Amounts you must pay under these Terms (fees, etc.)

D. Allocation of Risk

These limitations represent a fair allocation of risk between the parties:

• You assume risk of general business operations
• We assume risk of our professional services
• Both parties can obtain insurance if desired
• Fees are calculated based on these risk allocations

13. Indemnification

A. You Indemnify Us

You agree to defend, indemnify, and hold harmless NetJet Labs from any claims, damages, or losses arising from:

• Your violation of these Terms
• Your use of our services in violation of law
• Your content or data infringing third-party rights
• Your misuse or modification of Deliverables
• Your breach of any representation or warranty
• Third-party claims related to your use of services

B. We Indemnify You

NetJet Labs agrees to defend, indemnify, and hold harmless you from any claims that:

• Our Deliverables infringe third-party intellectual property rights
• We breach our representations and warranties
• Our services violate applicable law
• Our gross negligence or willful misconduct causes harm

Exception: We have no obligation to indemnify if the claim arises from:

• Your modification of Deliverables
• Combination with non-approved technology
• Your breach or misuse

C. Indemnification Procedures

To claim indemnification:

1. Promptly notify the indemnifying party in writing
2. Provide details of the claim
3. Grant indemnifying party control of defense
4. Cooperate in defense efforts
5. Do not settle without consent

14. Termination and Consequences

A. Termination for Cause

By Us

NetJet Labs may terminate immediately if you:

• Breach material terms and don't cure within 15 days of notice
• Fail to pay invoices within 30 days of due date
• Violate the Acceptable Use Policy
• Become insolvent or bankrupt
• Violate intellectual property or confidentiality terms

By You

You may terminate if NetJet Labs materially breaches these Terms and doesn't cure within 30 days of written notice.

B. Termination for Convenience

Either party may terminate ongoing engagements (retainers, support contracts) with:

• 30 days written notice
• Payment for all work completed to date
• No refund of pre-paid unused amounts

Project-based engagements cannot be terminated for convenience; only for material breach.

C. Effects of Termination

Deliverables

• You own Deliverables completed before termination (if you've paid)
• Incomplete work may not be finished
• We retain all rights to pre-existing IP and generic work

Data and Access

• We will provide final copy of data in standard format
• We will disable your account access within 30 days
• We may retain backups for 90 days
• We will delete data per applicable law (GDPR, etc.)

Final Invoice

• We will invoice for work performed through termination date
• Payment is due within the agreed payment terms
• We may pursue collection if payment is not made

Confidentiality and IP

• Confidentiality obligations continue indefinitely
• IP ownership is determined by these Terms
• You remain bound by IP restrictions

D. Survival

The following sections survive termination indefinitely:

• Intellectual Property Rights (Section 6)
• Confidentiality (Section 10)
• Warranties and Disclaimers (Section 11)
• Limitation of Liability (Section 12)
• Indemnification (Section 13)
• Governing Law (Section 16)
• General Provisions (Section 17)

15. Dispute Resolution

A. Negotiation

If a dispute arises:

1. Written notice of dispute to the other party
2. Specified time period (typically 15 days) to resolve informally
3. Good-faith negotiation between parties
4. Escalation to executive level if needed

B. Mediation

If negotiation fails, the parties agree to mediate:

• Neutral third-party mediator
• Mediation in Bangladesh or by video
• Costs split equally
• Statements in mediation are confidential
• Either party can terminate mediation after 30 days

C. Arbitration

If mediation fails, disputes will be resolved through binding arbitration:

• Arbitrator: Single neutral arbitrator
• Location: Dhaka, Bangladesh or by video
• Rules: Bangladesh Arbitration Act or UNCITRAL Rules
• Language: English
• Costs: Prevailing party may recover costs
• Confidentiality: All proceedings are confidential

D. Exceptions to Arbitration

Either party may pursue court action for:

• Intellectual property infringement
• Breach of confidentiality
• Fraud or criminal activity
• Urgent injunctive relief

E. Class Action Waiver

Both parties waive the right to bring or participate in class actions or collective litigation. All disputes must be brought in an individual capacity.

16. Governing Law and Jurisdiction

A. Governing Law

These Terms are governed by and construed in accordance with the laws of Bangladesh, without regard to its conflict of law principles.

B. Jurisdiction

Disputes not resolved through arbitration will be brought in the courts of Bangladesh, and both parties consent to personal jurisdiction there.

C. Legal Venue

If litigation occurs (including injunctive relief), it will take place in Dhaka, Bangladesh, subject to arbitration clause above.

D. International Enforcement

Arbitration awards can be enforced under international treaties:

• UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention)
• Applicable in 170+ countries worldwide

17. General Provisions

A. Entire Agreement

These Terms, together with any Project Agreement or Statement of Work, constitute the entire agreement between the parties regarding the subject matter. They supersede all prior agreements, understandings, and negotiations.

B. Amendments

We may update these Terms at any time. Material changes will be notified via email. Continued use of our services constitutes acceptance of updated Terms. You should review these Terms periodically.

C. Severability

If any provision of these Terms is found to be unenforceable, that provision will be removed or modified to the minimum extent necessary to make it enforceable, and the remaining Terms will remain in full force and effect.

D. Waiver

Failure to enforce any right or provision doesn't constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

E. Relationship

Nothing in these Terms creates a partnership, joint venture, or employment relationship. NetJet Labs is an independent contractor, and employees are not agents of the Client except as expressly authorized in writing.

F. Assignment

You may not assign these Terms or any rights/obligations without our written consent. We may assign these Terms to affiliates or successors. Any unauthorized assignment is void.

G. Notices

Notices must be in writing and sent to:

Notices are effective when received or 5 days after sending (whichever is first).

H. Counterparts

These Terms may be executed in multiple counterparts, each of which is considered an original and all of which together constitute one instrument.

I. Section Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

J. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control:

• Natural disasters
• Wars or terrorism
• Pandemics or epidemics
• Government actions
• Utility failures (if not the party's responsibility)

The affected party must notify the other promptly and use reasonable efforts to resume performance.

K. Third-Party Beneficiaries

These Terms do not create any rights for third parties. Only the parties to this Agreement have rights and obligations hereunder.

L. Currency

Unless otherwise specified, all fees and amounts are in US Dollars (USD) or Bangladeshi Taka (BDT). Exchange rate conversions use the mid-market rate on invoice date.

Questions About These Terms?