Legal · 02

Terms of service.

The contractual terms that govern your use of this site and any engagement with Neural Sherpa Pvt. Ltd. By browsing the site or commissioning work you accept these terms in full.

Effective · 12 May 2026

Definitions

"Company", "we", "us", and "our" mean Neural Sherpa Pvt. Ltd., a private company registered in Hetauda, Bagmati Province, Nepal. "Client", "you", and "your" mean any individual or organisation that engages the Company for work or that uses this website. "Engagement" means a specific written scope of work executed under these terms. "Deliverables" means the artefacts the Company hands over upon completion of an Engagement.

Acceptance and scope

These terms govern (a) any use of this website, and (b) any engagement entered into between you and the Company. Where a written scope of work specific to an Engagement conflicts with these terms, the scope prevails on a clause-by-clause basis but only to the extent of the conflict. Verbal agreements, side letters, and email-only commitments have no contractual force unless expressly incorporated into the written scope.

Engagements

3.1 Written scope required

No work begins, and no fee accrues, before a written scope is signed by both parties. The scope specifies the outcome, deliverables, milestones, timeline, fee, and any assumptions.

3.2 Changes

Any change of scope must be agreed in writing through a change order, which forms part of the contract. We may decline change requests that, in our reasonable judgement, compromise the integrity of the original outcome.

3.3 Timelines

Timelines are stated in good faith and assume timely access to information, decisions, and the materials we require. Where you delay materially, we reserve the right to revise milestones and to recover any additional cost the delay causes.

Fees, invoicing, and payment

• Fees are quoted in USD or NPR as specified in the scope; taxes are additional where applicable.
• Unless otherwise agreed in writing, we invoice 50% on signing and the balance on milestone or final delivery.
• Invoices are payable within 15 calendar days of issuance.
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) and we may suspend work, withhold deliverables, and revoke licences to material delivered under the Engagement until the account is brought current.
• You are responsible for any third-party costs (cloud, model APIs, datasets, licences) we incur on your behalf with prior written authorisation.

Ownership and intellectual property

5.1 Deliverables

Upon receipt of full payment, you receive a non-exclusive, worldwide, perpetual, transferable, royalty-free licence to use, modify, and distribute the Deliverables for the purposes set out in the scope. Where the scope expressly states it, ownership of the Deliverables transfers to you on final settlement.

5.2 Retained materials

We retain ownership of, and all rights in, our pre-existing know-how, methodologies, tooling, frameworks, internal libraries, design patterns, and any general-purpose components or sub-routines we use across multiple engagements (collectively, our "Retained Materials"). The licence in §5.1 grants you the right to use Retained Materials embedded in the Deliverables for the Engagement's purpose; it does not transfer ownership of those materials and does not entitle you to extract or redistribute them as a standalone component.

5.3 Portfolio rights

We may reference the existence of the Engagement and describe its high-level outcome in our portfolio and marketing, including screenshots that do not reveal confidential commercial details, unless the scope expressly forbids such reference. We will honour reasonable embargoes that you request in writing.

5.4 No model training without consent

We will not use your confidential data, deliverables, or proprietary materials to train, fine-tune, or evaluate any machine-learning model that we offer to third parties, without your express written consent.

Confidentiality

Each party shall treat as confidential any information disclosed by the other that is reasonably identifiable as confidential. Confidential information must be used only for the purposes of the Engagement, protected with the same care as the receiving party uses for its own information of similar sensitivity, and never less than reasonable care. Mutual NDAs at signing are standard and welcome.

Confidentiality survives termination of the Engagement for five (5) years, or for as long as the information remains a trade secret, whichever is longer.

Warranties and disclaimers

7.1 What we warrant

We warrant that the Deliverables will materially conform to the written scope for 30 days following final delivery. If you notify us in writing within that window of a defect that materially diverges from the scope, we will, at our option, repair or replace the affected Deliverable at no charge as our sole and exclusive remedy.

7.2 What we do not warrant

Except as expressly set out in §7.1, the Deliverables are provided "AS IS" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, or compatibility with any third-party system. AI/ML systems are probabilistic by nature and may produce outcomes that are unexpected, incomplete, or incorrect even when functioning as designed; we make no warranty about the substantive accuracy of any output produced by such systems.

Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such damages.
• Our aggregate liability arising out of or related to any Engagement, whether in contract, tort, or otherwise, shall not exceed the total fees paid to us by you under that specific Engagement during the twelve (12) months preceding the event giving rise to the claim.
• You agree that the limitations in this clause are reasonable in light of the fee structure and that they form an essential basis of the bargain between the parties.

Indemnification

You shall indemnify, defend, and hold the Company harmless from any third-party claim, demand, or damages arising out of (a) your misuse of the Deliverables, (b) your modifications to the Deliverables after handover, (c) data, content, or materials supplied by you that infringe a third party's rights or violate applicable law, or (d) your breach of these terms or any applicable law.

Termination

Either party may terminate an Engagement for convenience on fourteen (14) days' written notice, with fees due for all work performed and reasonable wind-down costs incurred up to the termination date. Either party may terminate for material breach, with immediate effect, if the breaching party has not cured the breach within fifteen (15) days of written notice describing it. We may suspend work or terminate immediately for non-payment as set out in §4.

Acceptable use of the website

You agree not to:

• Scrape, crawl, mirror, or systematically extract content from this site;
• Use the site or any service in a way that violates applicable law;
• Reverse engineer, decompile, or attempt to derive the source code of any compiled artefact served by this site;
• Submit content through the contact form that is unlawful, harassing, defamatory, or commercially solicitous;
• Use this site's content to train any machine-learning model, language model, or other automated derivative system without the Company's prior written consent.

Brand and copyright

The Neural Sherpa name, wordmark, mountain mark, colour palette, typography selections, and the source code, design, and content of this website are the exclusive property of Neural Sherpa Pvt. Ltd. and are protected under the proprietary licence set out in our public LICENSE file. No part of the site or its design may be copied, mirrored, republished, or used as a reference implementation without our prior written consent.

Force majeure

Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including acts of God, natural disasters, war, civil unrest, governmental action, internet or infrastructure outages affecting a wide region, or pandemic. The affected party shall notify the other promptly and shall use commercially reasonable efforts to mitigate the impact.

Governing law and dispute resolution

These terms and any Engagement are governed by the laws of Nepal, without reference to its conflict-of-laws principles. The parties shall first attempt in good faith to resolve any dispute through written notice and a 30-day negotiation period. If unresolved, the dispute shall be referred to binding arbitration in Kathmandu, Nepal, under the rules of the Nepal Council of Arbitration, with one arbitrator, in English. The arbitral award shall be final and may be enforced in any court of competent jurisdiction.

Miscellaneous

• Entire agreement — these terms together with the written scope and any signed change orders constitute the entire agreement between the parties on the subject matter, superseding all prior discussions.
• Severability — if any clause is found unenforceable, the remaining clauses remain in full force.
• No waiver — failure to enforce any right is not a waiver of that right.
• Assignment — you may not assign the Engagement without our written consent. We may assign to a successor entity by way of merger, acquisition, or reorganisation.
• Notices — written notices must be sent to info.neuralsherpa@gmail.com with read receipt or by registered post to our registered office.
• Language — the English version of these terms is the controlling version.

Contact

Neural Sherpa Pvt. Ltd.
Hetauda, Bagmati Province, Nepal
Email — info.neuralsherpa@gmail.com