Master Terms of Service & Software Agreement

Effective Date: October 2026 | Document Version: 3.5 | Governing Jurisdiction: Kathmandu, Nepal

Welcome to LavamTech. These Master Terms of Service ("Terms", "Agreement") constitute a legally binding contract entered into between Lavam Tech Private Limited ("LavamTech", "we", "us", or "our") and the individual, business, or institutional entity ("Customer", "Client", or "You") accessing our website (lavamtech.com.np), subscribing to our multi-tenant SaaS products (including Schoolaya and Restrilia), or executing a custom software development contract.

By accessing our website, submitting an order form, registering an account, or deploying any LavamTech software deliverable, you represent and warrant that you have the legal capacity and corporate authority to bind yourself or your organization to these Terms.

Master Contractual Framework: These Terms govern all engagements. Individual custom projects, enterprise SLAs, and SaaS licensing tiers operate under specific Statements of Work (SOW) that incorporate these Master Terms by reference.

1. Scope of Services

LavamTech delivers professional technology services and cloud software across three core operational divisions:

Multi-Tenant SaaS Platforms: Ready-to-deploy, subscription-based cloud platforms engineered for specific vertical industries (such as Schoolaya for school/college ERP, and Restrilia for restaurant POS and inventory management).
Custom Enterprise Software Engineering: Bespoke web applications, mobile architectures, API middleware, and database solutions designed and deployed pursuant to an executed Statement of Work (SOW).
PENHAX Cybersecurity & Infrastructure Consulting: Vulnerability assessments, source code auditing, penetration testing, performance benchmarking, and cloud migration advisory.

2. SaaS Subscription Licensing & Acceptable Use

A. Grant of Limited License

Subject to ongoing compliance with these Terms and timely payment of applicable subscription fees, LavamTech grants the Customer a non-exclusive, non-transferable, revocable license to access and utilize the subscribed SaaS platform for authorized users within the Customer's organization during the active subscription term.

B. Absolute Security Non-Negotiables

The Customer and its authorized users shall not, directly or indirectly:

Reverse-engineer, decompile, disassemble, or attempt to derive the source code, database structures, or proprietary algorithms of any LavamTech platform.
Attempt to circumvent, tamper with, or probe row-level tenant isolation mechanisms, authentication gates, or API rate limiters.
Introduce automated scrapers, crawlers, ransomware, virus payloads, or denial-of-service scripts into our cloud infrastructure.
Sublease, resell, distribute, or time-share access to the SaaS product to unauthorized third parties without prior written authorization from LavamTech.
Utilize the platform in violation of the Electronic Transactions Act, 2063 or any applicable criminal or civil statutes in Nepal.

3. Service Level Agreement (SLA) & Uptime Commitments

99.9% Uptime Commitment: LavamTech commits to maintaining a minimum monthly uptime availability of 99.9% for core production SaaS platforms, measured across each calendar month, excluding scheduled maintenance windows.
Scheduled Maintenance Windows: To ensure uninterrupted institutional operations, system upgrades and patches are scheduled during off-peak hours (1:00 AM – 4:00 AM Nepal Time). LavamTech provides at least forty-eight (48) hours advance notice via admin dashboard announcements prior to planned maintenance.
Automated Backups & Recovery: Automated full database snapshots are executed every twenty-four (24) hours and stored across redundant, encrypted offsite storage. Our Recovery Point Objective (RPO) is 24 hours, and Recovery Time Objective (RTO) is 4 hours for full disaster recovery.
SLA Remedies: If monthly uptime falls below 99.0% due to factors within LavamTech's direct control, the Customer shall be eligible for a pro-rated service credit applied to subsequent billing cycles upon written request submitted within fifteen (15) days.

4. Financial Terms, Pricing & Nepal Taxation

Commercial Term Contractual Standard
| Denominated Currency | Nepalese Rupees (NPR) for domestic contracts; USD for international engagements.
| Value Added Tax (VAT) | All statutory prices are subject to 13% VAT pursuant to Nepal Inland Revenue regulations.
| Payment Terms | Net fifteen (15) calendar days from official tax invoice issuance.
| Accepted Payment Rails | Direct Bank Transfer (A/C Payee), Authorized Online Banking / Digital Wallet Gateways, or Corporate Cheque.
| Late Payment Remedies | Accounts overdue by thirty (30) days are subject to suspension after formal 7-day notice.

5. Intellectual Property Rights Allocation

A. Client Deliverables Under Custom Contracts

Upon full and final settlement of all invoices due under an executed custom engineering SOW, the unique custom application code, bespoke database schema, and custom graphic assets developed specifically for the Client shall be assigned to the Client. The Client grants LavamTech a non-exclusive license to showcase non-confidential elements in our portfolio.

B. LavamTech Core IP & Pre-Existing Assets

LavamTech retains absolute, sole, and exclusive ownership of all pre-existing software, core SaaS engines (including Schoolaya and Restrilia core codebases), architectural frameworks, boilerplate libraries, algorithms, documentation, and registered trademarks. Nothing in these Terms or any SOW shall be construed as transferring ownership of LavamTech's foundational platform IP.

6. Confidentiality & Non-Disclosure

Both parties agree to treat all technical specifications, business plans, software architectures, source code, pricing structures, and customer records disclosed under this Agreement as strictly confidential:

Neither party shall disclose confidential information to any third party without prior written consent, except to authorized employees and technical contractors bound by equivalent obligations.
Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of three (3) years.
These obligations do not apply to information that is publicly known through no breach of this Agreement or is required to be disclosed pursuant to a lawful court order in Nepal.

7. Warranties, Disclaimers & Limitation of Liability

A. 90-Day Defect Warranty on Custom Builds

For custom engineering projects, LavamTech provides a ninety (90) calendar day warranty starting upon production deployment. During this window, LavamTech shall rectify any verified reproducible bug or departure from agreed SOW specifications at no additional cost to the Client.

B. General Disclaimer

Except as expressly provided in an executed SLA, all services and software are provided on an "as is" and "as available" basis without implied warranties of merchantability or fitness for a particular purpose.

C. Contractual Limitation of Liability

To the maximum extent permissible under the laws of Nepal, in no event shall LavamTech, its directors, engineers, or affiliates be liable for any indirect, punitive, special, exemplary, or consequential damages (including loss of business revenue, anticipated savings, data corruption, or commercial goodwill). In all events, the total aggregate liability of LavamTech under any claim arising from or related to this Agreement shall be strictly capped at the total amount paid by the Customer to LavamTech in the three (3) months immediately preceding the event giving rise to liability.

8. Term, Suspension & Termination

Termination for Convenience: SaaS subscriptions may be canceled by the Customer at the conclusion of the active subscription cycle by providing thirty (30) days written notice.
Termination for Material Breach: Either party may terminate an agreement immediately if the other party breaches a material covenant and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.
Immediate Suspension for Security: LavamTech reserves the right to immediately suspend access if the Customer's instance is detected initiating network attacks, harboring malicious scripts, or attempting unauthorized penetration.
30-Day Data Extraction Guarantee: Upon termination of service, the Customer shall be provided a thirty (30) calendar day window to export all institutional records in standard CSV or SQL formats before the instance is securely purged.

9. Force Majeure

Neither party shall be held liable for failure or delay in performance caused by circumstances beyond its reasonable control, including earthquakes, floods, electrical grid failures, national telecommunication blackouts, governmental lockdowns, acts of war, or severe civil unrest in Nepal.

10. Governing Law & Dispute Resolution in Kathmandu

This Agreement and any dispute or controversy arising out of or in connection with it shall be governed by, construed, and enforced exclusively in accordance with the substantive Laws of Nepal.

The parties agree that in the event of any dispute:

The parties shall first engage in good-faith executive negotiations between senior leadership for a period of thirty (30) days.
If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Kathmandu, Nepal.

11. Contractual Notices & Inquiries

All legal, contractual, and formal compliance notices under this Agreement shall be sent in writing to:

Legal Department: Lavam Tech Private Limited
Address: Kathmandu, Bagmati Province, Nepal
Legal Email: [email protected]
Executive Escalations: [email protected]