Terms and Conditions

Effective Date: December 13, 2024
Last Updated: December 13, 2024

1. Introduction and Acceptance

Welcome to Velcod, operated by PT NEXA CORE VENTURES ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms," "Agreement") govern your access to and use of our website http://velcod.com (the "Website") and our rapid MVP (Minimum Viable Product) development services (collectively, the "Services").

Company Details:

• Legal Name: PT NEXA CORE VENTURES
• Registration Number: 1405250126047
• Registered Address: Plaza Aminta, 5th Floor, Suite 504, TB Simatupang Street, Kav. 10, Pondok Pinang Village, Kebayoran Lama District, South Jakarta City Administration, DKI Jakarta Province, Postal Code: 12310, Indonesia
• Contact Person: Muhammad Sabir Junaid, Director
• Email: muhammadsabirjunaid@gmail.com
• Phone: +6285774115940 (WhatsApp)

By accessing or using our Website and Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.

2. Definitions

• "Client" or "You" refers to the individual or entity using our Services
• "Services" refers to our rapid MVP development services, consulting, and related offerings
• "Website" refers to http://velcod.com and all associated pages
• "Content" refers to all text, graphics, images, software, code, and other materials available through our Services
• "Project" refers to the specific MVP development work agreed upon between the Company and Client
• "Deliverables" refers to the work products, code, documentation, and materials produced as part of a Project

3. Services Description

3.1 Core Services

We provide rapid MVP development services, including but not limited to:

• Custom software development
• Mobile and web application development
• Product strategy and consulting
• Technical architecture design
• User interface and user experience design
• Project management and delivery

3.2 Service Scope

The specific scope of Services for each Project will be defined in a separate agreement, proposal, or statement of work ("SOW"). Each SOW will outline:

• Project objectives and deliverables
• Timeline and milestones
• Budget and payment terms
• Technical specifications
• Acceptance criteria

4. Eligibility and Account Registration

4.1 Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Provide accurate and complete information when requested
• Comply with all applicable laws and regulations

4.2 Business Entities

If you are using our Services on behalf of a business or organization, you represent and warrant that:

• You have the authority to bind that entity to these Terms
• The entity agrees to be bound by these Terms

4.3 Account Information

You are responsible for:

• Maintaining the confidentiality of any account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use

5. Client Obligations and Responsibilities

5.1 Information Provision

You agree to:

• Provide accurate, complete, and timely information required for project execution
• Respond to our inquiries and requests within reasonable timeframes
• Designate authorized representatives for project decisions
• Provide necessary access to systems, accounts, or resources as required

5.2 Cooperation

You agree to:

• Cooperate with our team throughout the project lifecycle
• Participate in scheduled meetings, reviews, and feedback sessions
• Review and approve deliverables within agreed timeframes
• Provide constructive feedback to facilitate project progress

5.3 Content and Materials

You are responsible for:

• All content, data, and materials you provide to us
• Ensuring you have the necessary rights, licenses, and permissions for materials you provide
• The accuracy and legality of information you submit

6. Payment Terms

6.1 Pricing

Pricing for Services will be specified in the applicable SOW or proposal. All prices are quoted in the currency specified in the agreement.

6.2 Payment Schedule

Payment terms will be outlined in each SOW and may include:

• Upfront deposits or retainer fees
• Milestone-based payments
• Final payment upon project completion
• Other payment structures as mutually agreed

6.3 Payment Methods

We accept payment through methods specified in the SOW, which may include:

• Bank transfer
• International wire transfer
• Other agreed payment methods

6.4 Late Payments

If payment is not received by the due date:

• A late fee may be charged as specified in the SOW
• We reserve the right to suspend Services until payment is received
• We may charge interest on overdue amounts as permitted by law

6.5 Taxes

All fees are exclusive of applicable taxes, duties, or government charges. You are responsible for paying all such amounts unless you provide a valid tax exemption certificate.

7. Project Timeline and Delivery

7.1 Timeline Estimates

Project timelines are estimates based on the information available at the time of proposal. Actual timelines may vary depending on:

• Complexity of requirements
• Client responsiveness and feedback
• Scope changes or additions
• Technical challenges or unforeseen circumstances

7.2 Delays

We will make reasonable efforts to meet agreed timelines. However, we are not liable for delays caused by:

• Client delays in providing information, feedback, or approvals
• Changes in project scope
• Force majeure events (see Section 14)
• Third-party service failures or dependencies

7.3 Deliverable Acceptance

Unless otherwise specified in the SOW:

• You have seven (7) business days to review deliverables after delivery
• Deliverables are deemed accepted if no written objections are received within this period
• Acceptance should not be unreasonably withheld for minor issues that do not materially affect functionality

8. Intellectual Property Rights

8.1 Client-Provided Materials

You retain all intellectual property rights to materials, content, and information you provide to us. By providing such materials, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify them solely for the purpose of providing Services.

8.2 Deliverables

Upon full payment of all fees:

• You will own the custom code, designs, and deliverables specifically created for you as part of the Project
• This ownership is subject to the licenses for third-party components and open-source software
• We retain ownership of our pre-existing tools, frameworks, methodologies, and general knowledge

8.3 Third-Party Components

Deliverables may include:

• Open-source software and libraries governed by their respective licenses
• Third-party APIs, services, or components
• Licensed software or tools

You are responsible for complying with all applicable licenses and terms of use for such third-party components.

8.4 Our Intellectual Property

We retain all rights to:

• Our proprietary methodologies, processes, and techniques
• Pre-existing code, frameworks, and tools not specifically created for your Project
• General knowledge and expertise gained through the Project

8.5 Portfolio and Marketing

Unless you explicitly request confidentiality in writing, we reserve the right to:

• Display your Project in our portfolio
• Use your company name and logo as a client reference
• Create case studies about the Project (with anonymization if requested)

9. Confidentiality

9.1 Confidential Information

Both parties agree to:

• Keep confidential all non-public information shared during the engagement
• Use confidential information solely for the purposes of the Project
• Protect confidential information with the same care used to protect their own confidential information

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this Agreement
• Was rightfully possessed prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

9.3 Duration

Confidentiality obligations survive for three (3) years after the termination of the engagement, unless otherwise specified in a separate non-disclosure agreement.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to provide the Services
• Deliverables will substantially conform to the specifications in the SOW

10.2 Warranty Period

Unless otherwise specified, we provide a warranty period of thirty (30) days from delivery for bug fixes and corrections related to non-conformance with specifications.

10.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS:

• SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
• WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
• WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WE DO NOT WARRANT THAT DELIVERABLES WILL MEET ALL YOUR REQUIREMENTS OR EXPECTATIONS
• WE ARE NOT RESPONSIBLE FOR THIRD-PARTY SERVICES, APIS, OR COMPONENTS

10.4 Client Warranties

You warrant that:

• You have the authority to engage our Services
• All information and materials you provide are accurate and lawful
• You have obtained all necessary rights and permissions for materials you provide
• Your use of our Services complies with applicable laws

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• COST OF SUBSTITUTE SERVICES OR PRODUCTS
• BUSINESS INTERRUPTION OR LOSS OF GOODWILL

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions

These limitations do not apply to:

• Liability for death or personal injury caused by negligence
• Liability for fraud or fraudulent misrepresentation
• Any other liability that cannot be limited or excluded by applicable law

11.4 Basis of the Bargain

The limitations of liability reflect the allocation of risk between the parties. The fees charged reflect these limitations, and you acknowledge that we would not provide Services without these limitations.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Content and materials you provide to us
• Your breach of any representations or warranties

12.2 Our Indemnification

We agree to indemnify you against third-party claims that deliverables we create specifically for you infringe the intellectual property rights of a third party, provided that:

• You notify us promptly of such claim
• You give us sole control of the defense and settlement
• You cooperate with us in the defense

Our maximum liability under this indemnification is limited to the amount paid by you for the specific deliverable in question.

12.3 Exclusive Remedy

The indemnification provisions in Section 12.2 constitute our sole and exclusive liability, and your sole and exclusive remedy, for intellectual property infringement claims.

13. Termination

13.1 Termination by Either Party

Either party may terminate the engagement:

• By mutual written agreement
• If the other party materially breaches these Terms and fails to cure within thirty (30) days of written notice
• If the other party becomes insolvent, files for bankruptcy, or ceases business operations

13.2 Termination by Client

You may terminate an ongoing Project by providing thirty (30) days written notice. Upon termination:

• You remain obligated to pay for all Services performed up to the termination date
• You must pay for any non-refundable expenses already incurred
• We will deliver all completed work and work-in-progress

13.3 Termination by Company

We may terminate Services immediately if:

• You fail to make payment when due
• You materially breach these Terms
• Your conduct is detrimental to our business or reputation
• We determine, in our sole discretion, that continuing the engagement is not feasible

13.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• We will cease providing Services
• Sections relating to payment, intellectual property, confidentiality, warranties, limitations of liability, and dispute resolution survive termination
• Neither party is liable for damages resulting from termination in accordance with these Terms

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including:

• Natural disasters, pandemics, or acts of God
• War, terrorism, civil unrest, or government actions
• Labor strikes or disputes
• Internet or telecommunications failures
• Power outages or equipment failures
• Third-party service provider failures

The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact.

15. Dispute Resolution and Governing Law

15.1 Governing Law

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

15.2 Negotiation

In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good faith negotiations.

15.3 Mediation

If negotiation does not resolve the dispute within thirty (30) days, the parties agree to attempt mediation before a mutually acceptable mediator in Jakarta, Indonesia.

15.4 Arbitration

If mediation is unsuccessful, any unresolved dispute shall be settled by binding arbitration under the rules of the Indonesian National Board of Arbitration (BANI) in Jakarta, Indonesia. The arbitration shall be conducted in English or Indonesian language, and the arbitrator's decision shall be final and binding.

15.5 Exceptions

Either party may seek injunctive or equitable relief in court for:

• Intellectual property infringement
• Breach of confidentiality obligations
• Urgent matters requiring immediate relief

15.6 Jurisdiction

Subject to the arbitration provisions above, both parties submit to the exclusive jurisdiction of the courts located in Jakarta, Indonesia.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any SOW, proposal, or other written agreement between the parties, constitute the entire agreement and supersede all prior understandings, agreements, or representations.

16.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated to you via:

• Email notification to your registered email address
• Prominent notice on our Website
• Direct communication for active Projects

Your continued use of Services after such notification constitutes acceptance of the modified Terms. For active Projects, material changes will only apply to new SOWs unless mutually agreed otherwise.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

16.4 Waiver

No waiver of any provision of these Terms shall constitute a waiver of any other provision or of the same provision on another occasion. Failure to enforce any right or provision does not constitute a waiver of that right or provision.

16.5 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms to any successor or affiliate without restriction. Any attempted assignment in violation of this section is void.

16.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

16.7 Notices

All notices under these Terms must be in writing and sent to:

For Company:
PT NEXA CORE VENTURES
Plaza Aminta, 5th Floor, Suite 504
TB Simatupang Street, Kav. 10
Pondok Pinang Village, Kebayoran Lama District
South Jakarta City Administration
DKI Jakarta Province
Postal Code: 12310
Indonesia
Email: muhammadsabirjunaid@gmail.com

For Client:
To the contact information you provided during registration or engagement.

Notices are deemed received when delivered via email (with confirmation of receipt) or when delivered in person or by courier.

16.8 Third-Party Rights

These Terms do not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.

16.9 Headings

Headings and section titles are for convenience only and do not affect the interpretation of these Terms.

16.10 Language

These Terms are executed in English. Any translation is provided for convenience only. In case of conflict between the English version and any translation, the English version shall prevail.

17. Refund and Cancellation Policy

17.1 No Refunds

All fees paid for Services are non-refundable. This includes:

• Upfront deposits and retainer fees
• Milestone payments for completed work
• Fees for Services already performed
• Non-refundable expenses incurred on your behalf

17.2 Cancellation

If you wish to cancel or terminate a Project:

• You must provide written notice to muhammadsabirjunaid@gmail.com
• You remain obligated to pay for all work completed and expenses incurred up to the cancellation date
• Any deposits or advance payments are non-refundable
• We will invoice you for any outstanding balance

17.3 Project Scope Changes

If you request changes to the project scope after work has commenced:

• Additional fees may apply for the revised scope
• Timeline may be extended to accommodate changes
• All additional fees must be paid before proceeding with scope changes

18. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

PT NEXA CORE VENTURES
Plaza Aminta, 5th Floor, Suite 504
TB Simatupang Street, Kav. 10
Pondok Pinang Village, Kebayoran Lama District
South Jakarta City Administration
DKI Jakarta Province
Postal Code: 12310
Indonesia

Contact Person: Muhammad Sabir Junaid, Director
Email: muhammadsabirjunaid@gmail.com
Phone: +6285774115940 (WhatsApp)
Website: http://velcod.com

Acknowledgment and Acceptance

BY USING OUR WEBSITE AND SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.

Last Updated: December 13, 2024

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