Terms of Service

INTRODUCTION

1.1. These Terms of Service ("Terms") govern your access to and use of services and products offered by Getintoto Software, a company incorporated and operating primarily in Nepal, via the website at https://getintoto.com/ ("Getintoto”, “we”, “us”, “website", or “our”).

1.2. By signing a contract, creating an account, engaging Getintoto Software for any service, or entering into a separate contract referencing these Terms, you ("Client", "you", “Customer” or "User") accept and agree to be bound by these Terms.

1.3. If you do not agree to these Terms, do not use Getintoto Software’s services or purchase our products.

DEFINITIONS

2.1. "Services" means software development, design, consulting, deployment, hosting coordination, maintenance, support, training and any other related services offered by Getintoto Software.

2.2. "Deliverables" means the final software, source code, object code, documentation, designs, reports, and other materials that Getintoto Software produces and delivers under a Statement of Work (SOW).

2.3. "Statement of Work" or "SOW" means the document that describes the scope, schedule, deliverables, acceptance criteria, price, milestones, and any special terms for a particular engagement.

ACCEPTANCE OF TERMS

3.1. These Terms apply to all engagements between Getintoto Software and Clients unless a separate written agreement signed by both parties explicitly supersedes these Terms.

3.2. Each SOW is incorporated into these Terms by reference. Where an SOW conflicts with these Terms, the SOW will govern for that engagement only if it expressly states that it supersedes these Terms.

SERVICES OFFERED

4.1. Getintoto Software provides custom software development, web and mobile application development, API development, UI/UX design, QA and testing, cloud infrastructure configuration and deployment advisory, and post‑launch support and maintenance as described on getintoto.com and in SOWs.

4.2. All Services are subject to an SOW which will specify scope, timelines, responsibilities, and payment terms. Where there is any inconsistency between an SOW and these Terms, the SOW controls unless otherwise stated in writing. 

USER ACCOUNTS AND CLIENT RESPONSIBILITIES

5.1. When applicable, Clients will register user accounts and provide accurate, current information; Clients are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their accounts.

5.2. Clients must notify Getintoto Software promptly of any unauthorized use of accounts or other security breaches. Getintoto Software is not liable for losses due to unauthorized account use where the Client failed to comply with this obligation.

PAYMENT TERMS

6.1. Unless otherwise agreed in writing in an SOW, the Client will pay Getintoto Software the fees set out in the SOW as follows:

1. 50% of the total project fee as an upfront deposit due upon signing of the SOW (“Upfront Payment”)
2. The remaining 50% upon submission of the final Deliverables or as otherwise agreed and defined in the SOW (“Final Payment”), prior to final transfer of ownership or deployment.
3. For time-and-materials engagements, invoices will be issued monthly and due per the invoice terms in the SOW. 

6.2. All fees are inclusive of taxes, duties, and levies; Client is responsible for any applicable taxes in their jurisdiction unless otherwise agreed.

6.3. Payment methods, invoicing schedules, and late payment remedies will be set forth in the SOW; overdue amounts accrue interest at the lesser of 2% per month or the maximum permitted by applicable law. 

6.4. Getintoto may suspend work or withhold Deliverables for clients who are delinquent in payments until outstanding amounts are paid in full, after a reasonable notice period. 

6.5. Unless expressly provided in an SOW, deposits and paid fees are non‑refundable except as required by applicable law.

PROJECT SCOPE, CHANGE REQUESTS, AND DELIVERABLES

7.1. Scope. The SOW defines scope, requirements, milestones, deliverables, timelines, acceptance criteria, and responsibilities.

7.2.  Any change in scope requested by the Client, outside the scope of “SOW” will be documented in a written change order specifying adjustments to timelines, costs, and deliverables; Getintoto will not be obligated to implement out-of-scope changes until the change order is mutually agreed and, if applicable, paid.

7.3. Acceptance Testing. Deliverables shall undergo acceptance testing procedures and timelines as defined in the SOW; absence of Client acceptance within the stated acceptance period shall be deemed acceptance if the Deliverables materially meet the SOW criteria.

7.4. Delays. Timelines depend on timely Client cooperation; Getintoto Software is not responsible for delays caused by Client failures to provide content, approvals, or required access.

DELIVERY, INTELLECTUAL PROPERTY AND CODE OWNERSHIP

8.1. Ownership Transfer. Getintoto Software produces wholly custom code for Client projects; upon receipt of full payment for the project as set out in the SOW and these Terms, Getintoto transfers to the Client all exclusive ownership rights, title, and interest in the Deliverables as specified in the SOW, excluding: 

(a) pre-existing Getintoto tools, libraries, frameworks, templates, or components (collectively, "Background Materials"); and 

(b) third-party components governed by separate open-source or commercial licenses ("Third-Party Components"). 

The Client receives ownership only of the custom Deliverables and any included third-party rights specifically licensed in the SOW. Until the Final Payment is received, Getintoto retains all rights, title, and interest in the Deliverables and may withhold source code and other materials. 

8.2. Developer Attribution. Notwithstanding the transfer of ownership, Getintoto Software retains the right to be recognized as the original developer (moral attribution) of the code where permitted by applicable law.

8.3. Pre‑existing Materials and Third‑Party Components. Getintoto Software retains ownership of any tools, libraries, frameworks, templates, or other pre‑existing materials used to build the Deliverables (collectively "Background Materials"). Getintoto Software grants Client a worldwide, non‑exclusive, royalty‑free license to use such Background Materials to use the Deliverables as intended by the SOW. Any third‑party components included in Deliverables are subject to their own licenses; Client agrees to comply with those license terms.

8.4. Notwithstanding the above, Getintoto retains a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and display non-confidential aspects of the Deliverables for its internal business purposes and to demonstrate its work in portfolios, marketing, case studies, and legal compliance as the author, provided that doing so does not disclose Client Confidential Information or un-redacted proprietary code.

8.5. Source Code Escrow (Optional). For mission‑critical projects, the parties may agree to a source code escrow arrangement; terms and costs for escrow will be set out in the SOW.

POST‑LAUNCH SUPPORT AND MAINTENANCE

9.1. Free Support Period. Getintoto Software provides free post‑launch support for a project‑specific period determined by project scope, ranging from two (2) weeks up to fourteen (14) months from the date of final delivery, as specified in the applicable SOW as “Free Support Period”. The length of free support will be agreed in the SOW prior to project start.

9.2. Coverage. The free support period covers bug fixes, minor adjustments and corrections, and technical assistance required to make the deliverables operate substantially intended as described in the SOW; it does not cover new features, redesigns, or third‑party service costs.

9.3. Annual Maintenance Contracts (AMCs). After the expiration of free support period, Getintoto Software offers optional “AMCs” priced at twenty percent (20%) of the original project cost per year, or as otherwise agreed in the SOW. AMC services, scope, SLAs, and payment terms will be set out in the AMC agreement and exclude new feature development unless explicitly included..

9.4. Getintoto may elect to provide interim upgrades, security patches, or critical fixes outside of AMC coverage at its discretion and at additional cost based on severity and impact. The detail regarding the whys shall be provided promptly. 

9.5. Suspension. Getintoto Software may suspend support or AMC services for non‑payment or breaches by Client after reasonable notice.

CONFIDENTIALITY

10.1. Definition. "Confidential Information" means non‑public business or technical information disclosed by one party to the other, disclosed in any form, that is marked confidential or that should reasonably be understood as confidential.

10.2. Obligations. Each party will: 

(a) use confidential information only to perform its obligations under the SOW; 

(b) protect it with reasonable care; and 

(c) not disclose it to third parties except as required for performance, with prior written consent, or as required by law.

Each party agrees to use confidential information solely to exercise its rights and perform its obligations under the SOW and to protect confidential information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

10.3. Exceptions. Confidential Information does not include information that is publicly available, rightfully received from a third party without restriction, independently developed, or required to be disclosed by law (subject to notice to the disclosing party where permitted).

WARRANTIES AND DISCLAIMERS

11.1. Mutual Warranty. Each party represents that it has the legal power to enter into and perform its obligations under these Terms.

11.2. Developer Warranty. Getintoto Software warrants that, to the best of its knowledge, Deliverables will materially conform to the functional specifications in the SOW for a period specified in the SOW after acceptance; Getintoto Software will repair or replace non‑conforming items at no additional cost during the warranty period in a professional and workmanlike manner consistent with industry standards.

11.3. Third‑Party Software. Getintoto Software makes no warranty for third‑party software or services integrated into Deliverables and passes through any warranties provided by those third parties where possible.

11.4. Disclaimer. Except as expressly provided, all services and Deliverables are provided "AS IS" and Getintoto Software disclaims all other warranties, whether express, implied, statutory or otherwise, including merchantability, fitness for a particular purpose, and non‑infringement to the extent permitted by applicable law.

LIMITATION OF LIABILITY

12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GETINTOTO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY “SOW” SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CLIENT TO GETINTOTO UNDER THE “SOW” GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.2. IN NO EVENT SHALL GETINTOTO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3. The foregoing limitations shall not apply to liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights to the extent not restricted by applicable law.

INDEMNIFICATION

13.1. The Client will indemnify, defend, and hold harmless Getintoto and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) Client's use of Deliverables in violation of law; (b) Client-provided materials that infringe third-party rights; or (c) Client's breach of these Terms.

13.2. Getintoto will indemnify the Client from third-party claims that Deliverables, as delivered and used in accordance with the SOW, infringe third-party intellectual property rights, provided the Client gives prompt notice and cooperates in the defense; Getintoto’s liability under this clause is subject to the limitation in Section 12.

TERMINATION

14.1. Either party may terminate an SOW for material breach by the other party if the breach remains uncured thirty (30) days after written notice, or immediately for insolvency or bankruptcy events.

14.2. If the Client terminates for convenience or breaches payment obligations, Client shall pay for work performed up to the termination date, plus any non-cancellable third-party costs and reasonable wind-down costs; Getintoto may retain any deposits to offset such amounts.

14.3. On termination, each party will return or destroy the other's confidential information and the client will pay all outstanding fees; ownership provisions survive termination.

GOVERNING LAW AND DISPUTE RESOLUTION

15.1. Governing Law. These Terms are governed by the laws of Nepal, without regard to choice‑of‑law principles. The parties submit to the exclusive jurisdiction of Nepalese courts for disputes unless the SOW provides an alternate dispute resolution clause.

15.2. Alternative Dispute Resolution. Where parties agree, disputes may be resolved by mediation or arbitration under rules selected in the SOW; for cross‑border contracts (Australia, EU, USA) the SOW may specify arbitration in a neutral forum and governing law clauses tailored to the engagement. Standard international practice encourages arbitration clauses for cross‑border commercial contracts.

15.3. Injunctive Relief. Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction where necessary to protect intellectual property or confidential information.

COMPLIANCE WITH LAWS

16.1. Each party agrees to comply with all applicable laws and regulations, including export controls, data protection laws, sanctions, and anti‑corruption laws applicable to performance of the SOW. If services involve EU personal data or residents, the parties will comply with GDPR obligations as set out in the Privacy Policy and any Data Processing Agreement.

CHANGES TO TERMS

17.1. Getintoto Software may modify these Terms from time to time; material changes affecting Clients will be notified by email, dedicated communication channel, or via the website at least thirty (30) days prior to the change taking effect for existing contracts, unless immediate changes are required by law. Continued use after the effective date constitutes acceptance.

MISCELLANEOUS 

18.1. Force Majeure: Neither party will be liable for delay or failure to perform due to causes beyond reasonable control, including but not limited to natural disasters, strikes, pandemic, governmental actions, or internet outages.

18.2. Assignment: The Client may not assign rights or obligations under an SOW without Getintoto’s prior written consent; Getintoto may assign to an affiliate or successor.

18.3. Entire Agreement: These Terms together with the SOW constitute the entire agreement between the parties and supersede prior agreements.

18.4. Severability: If any provision is held unenforceable, the remainder shall continue in full force.

CONTACT INFORMATION

For questions or notices under these Terms: 

Contact: Getintoto Software, at info@getintoto.com , contact@getintoto.com 

Phone: +977 9767649596 / 9767649598.