Terms of Service

Last updated: January 2024

Welcome to NanoStudio. These Terms of Service ("Terms") govern your access to and use of our website at nanostudio.dev, our services, and any related software, content, or materials (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.

1. Definitions

For the purposes of these Terms, the following definitions apply. These definitions are intended to provide clarity and consistency throughout this document. In the event of any conflict between a defined term and its ordinary meaning, the defined meaning shall prevail.

  • "NanoStudio", "we", "us", or "our" refers to NanoStudio, a custom software development company operating in Indonesia, Singapore, and remotely, including its affiliates, subsidiaries, officers, directors, employees, agents, and representatives.
  • "You", "Client", or "User" refers to the individual, entity, or organization accessing our website, using our Services, or engaging our services, including any person acting on behalf of such individual or entity with apparent authority.
  • "Services" includes, without limitation, our website at nanostudio.dev, custom software development, web and mobile application development, business automation, enterprise systems integration, consulting, technical support, maintenance, and any other services we provide, whether under these Terms or a separate agreement.
  • "Project" refers to any software development engagement, consulting engagement, or other professional services engagement undertaken pursuant to a separate statement of work (SOW), proposal, master services agreement (MSA), or contract mutually agreed upon by the parties.
  • "Deliverables" means any work product, code, documentation, designs, or other materials created or provided by NanoStudio in connection with a Project.
  • "Content" means any text, images, graphics, logos, software, data, or other materials displayed on or accessible through our website or Services.

2. Use of Our Website

You may use our website only for lawful purposes and in accordance with these Terms. By accessing or using our website, you represent and warrant that you are at least 18 years of age (or the age of majority in your jurisdiction) and have the legal capacity to enter into a binding agreement. If you are using our website on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2.1 Prohibited Conduct

You agree not to engage in any of the following activities. This list is illustrative and not exhaustive; we reserve the right to determine, in our sole discretion, what conduct violates the spirit of these Terms.

  • Use the website in any way that violates applicable local, national, or international laws, regulations, ordinances, or third-party rights, including intellectual property rights, privacy rights, or contractual obligations.
  • Attempt to gain unauthorized access to our systems, networks, servers, databases, or the data of other users, including through hacking, password mining, or any other means.
  • Transmit, upload, or distribute any viruses, malware, Trojan horses, worms, or other harmful, disruptive, or destructive code or materials.
  • Use any robot, spider, scraper, crawler, or other automated means or interface to access our website, collect data, or extract content without our prior written consent.
  • Use the website to send unsolicited commercial communications, spam, chain letters, or bulk messaging.
  • Impersonate or misrepresent your affiliation with any person or entity, or falsely state or otherwise misrepresent your identity.
  • Interfere with or disrupt the integrity or performance of our website or the data contained therein.
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of any software underlying our website.
  • Use our website for any purpose that is fraudulent, defamatory, obscene, or otherwise objectionable.

2.2 Enforcement

We reserve the right to suspend, restrict, or terminate your access to our website at any time, without prior notice or liability, for conduct that we believe violates these Terms, is harmful to other users, us, or third parties, or for any other reason at our sole discretion. We may also take legal action against you for violations of these Terms. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

3. Our Services

NanoStudio provides custom software development services and related professional services. Our service offerings include, but are not limited to: web application development (including single-page applications, progressive web apps, and full-stack web solutions), mobile application development (iOS and Android), business process automation, enterprise systems integration, API development and integration, cloud infrastructure design and implementation, technical consulting, and ongoing maintenance and support. The specific scope, deliverables, milestones, timeline, acceptance criteria, and pricing for each project are defined in a separate statement of work (SOW), proposal, master services agreement (MSA), or contract mutually agreed upon by both parties in writing.

3.1 Relationship Between These Terms and Project Agreements

These Terms apply to the general use of our website and form the baseline legal framework for any project engagement. In the event of a conflict between these Terms and a project-specific agreement (e.g., SOW, MSA), the project-specific agreement shall prevail with respect to the matters it addresses, but these Terms shall continue to apply to all matters not expressly addressed in the project agreement. By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

3.2 Service Availability

Our website and Services are provided on an "as available" basis. We do not guarantee that our website or Services will be available at all times, uninterrupted, or error-free. We may modify, suspend, or discontinue any aspect of our website or Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of our website or Services.

4. Intellectual Property

4.1 Our Intellectual Property

All content on our website and in our Services, including but not limited to text, graphics, logos, images, icons, photographs, audio, video, software, code, designs, layouts, and the selection and arrangement thereof, is the exclusive property of NanoStudio or our licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of Singapore, Indonesia, and other jurisdictions. You may not use, reproduce, modify, adapt, distribute, display, perform, or create derivative works of our content without our prior written permission. Any unauthorized use may result in legal action.

4.2 Project Deliverables

Ownership of intellectual property created during a project shall be as specified in the project agreement. Unless otherwise expressly agreed in writing, ownership of custom deliverables (including source code, documentation, and designs created specifically for the Client) typically transfers to the Client upon receipt of full payment for the project. Pre-existing intellectual property, including but not limited to tools, frameworks, libraries, methodologies, templates, and know-how used or developed by NanoStudio, shall remain the sole property of NanoStudio or our licensors. We may grant the Client a license to use such pre-existing IP as necessary for the Client's use of the deliverables, as specified in the project agreement.

4.3 Client Materials

You retain ownership of any materials, data, or content you provide to us ("Client Materials"). By providing Client Materials, you grant us a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and create derivative works of such materials solely for the purpose of performing our services under the project agreement. You represent and warrant that you have all necessary rights to provide the Client Materials and that our use thereof will not infringe any third-party rights.

5. Confidentiality

Both parties agree to keep confidential and not disclose to any third party any non-public information disclosed by the other party in connection with our engagement or use of our Services ("Confidential Information"). Confidential Information includes, but is not limited to: business plans, strategies, and financial information; technical specifications, source code, and architecture; pricing, proposals, and commercial terms; customer and user data; and any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.1 Exceptions

The receiving party's obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice (where permitted) and cooperates in any effort to obtain a protective order.

5.2 Survival

Confidentiality obligations shall survive termination of these Terms and any project agreement for a period of five (5) years from the date of disclosure, or indefinitely with respect to trade secrets, as defined under applicable law.

6. Payment Terms

For project engagements, payment terms, including amounts, currency, payment schedule, and method of payment, are specified in the respective SOW, proposal, or contract. The following terms apply unless expressly superseded by a project-specific agreement.

6.1 Payment Schedule

We may require an upfront deposit (e.g., 30-50% of the total project value) before commencing work. For larger projects, we typically use milestone-based payments tied to the completion of defined phases or deliverables. Each milestone payment is due upon acceptance of the relevant deliverable or as specified in the SOW. Final payment is typically due upon project completion and acceptance.

6.2 Invoicing and Due Date

Invoices will be sent by email or through our designated invoicing platform. Invoices are typically due within 14 to 30 days of the invoice date (net 14 or net 30), unless otherwise agreed in writing. Payment is considered received when the funds are credited to our designated bank account.

6.3 Late Payment

Late payments may incur interest at the rate specified in the project agreement or, if not specified, at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower) on the outstanding amount from the due date until paid in full. We reserve the right to suspend work, withhold deliverables, or terminate the engagement until all outstanding amounts are paid. You are responsible for any costs we incur in collecting overdue amounts, including reasonable attorneys' fees.

6.4 Taxes

All fees quoted are exclusive of applicable taxes (including value-added tax, goods and services tax, sales tax, and withholding tax) unless otherwise stated. You are responsible for paying all applicable taxes. If we are required to collect or withhold any taxes, you will pay such amounts in addition to the fees quoted.

7. Warranties and Disclaimers

7.1 Limited Warranty for Services

We warrant that our services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For project deliverables, we typically provide a limited warranty period (e.g., 30 to 90 days from delivery) for defects in workmanship, as specified in the project agreement. During the warranty period, we will, at our option, repair or replace any defective deliverable, or refund a proportionate amount of the fees paid. This warranty does not cover defects caused by your modifications, misuse, or third-party software or hardware.

7.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A PROJECT AGREEMENT, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT OUR WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT ON OUR WEBSITE.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NANOSTUDIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITY, OR REPUTATION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OUR WEBSITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8.2 Cap on Liability

OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OUR WEBSITE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD 100). FOR PROJECT ENGAGEMENTS, LIABILITY LIMITS MAY BE SPECIFIED IN THE PROJECT AGREEMENT AND MAY DIFFER FROM THE ABOVE. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITS SET FORTH HEREIN.

9. Indemnification

You agree to indemnify, defend, and hold harmless NanoStudio and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) your use of our website or Services; (b) your violation of these Terms or any applicable law; (c) your violation of any third-party rights, including intellectual property, privacy, or publicity rights; (d) any content, data, or materials you provide to us, including any claim that such content infringes third-party rights; (e) any dispute between you and a third party; or (f) your negligence or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, in which case you agree to cooperate fully with our defense. You will not settle any claim that affects us without our prior written consent.

10. Termination

10.1 Termination by Us

We may terminate or suspend your access to our website or Services at any time, without prior notice or liability, for any reason, including but not limited to: (a) breach of these Terms; (b) conduct that we determine to be harmful to other users, us, or third parties; (c) your violation of applicable law; (d) at our convenience with or without cause; or (e) if we cease to offer our website or Services. We may also terminate or suspend access for maintenance, updates, or other operational reasons.

10.2 Effect of Termination

Upon termination, your right to use our website and Services will cease immediately. You must cease all use of our website and any materials obtained from us. We may delete or disable your access to any data or content associated with your use of our website. We shall not be liable to you or any third party for any termination of your access.

10.3 Survival

Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: Definitions (to the extent necessary to interpret surviving provisions), Intellectual Property, Confidentiality, Payment Terms (for amounts owed), Warranties and Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and General Provisions. For project engagements, termination is governed by the project agreement, which may include provisions for wind-down, delivery of work-in-progress, and payment for work completed.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, either party shall provide written notice to the other party describing the dispute in reasonable detail. The parties shall attempt in good faith to resolve the dispute through negotiation. Representatives of each party with authority to resolve the dispute shall meet (in person or by video conference) within fifteen (15) business days of the notice. If the dispute cannot be resolved through good-faith negotiation within thirty (30) days of the initial notice, either party may proceed to formal dispute resolution as specified below.

11.2 Formal Resolution

Any dispute that is not resolved through informal negotiation may be resolved through binding arbitration administered in accordance with the rules of the Singapore International Arbitration Centre (SIAC), or through the courts of Singapore, as specified in the Governing Law section below. For disputes involving project engagements, the dispute resolution mechanism specified in the project agreement (e.g., arbitration, courts of a specific jurisdiction) shall apply and may supersede this section.

11.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. If a court or arbitrator determines that this class action waiver is unenforceable, the dispute resolution provisions of this section may be severed and the parties may pursue their claims in court.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles or the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the courts of Singapore, and you irrevocably consent to the personal jurisdiction and venue of such courts. You waive any objection to such jurisdiction or venue, including any claim of inconvenient forum. For project engagements, the governing law and jurisdiction may be specified in the project agreement based on the parties' location, preferences, or regulatory requirements (e.g., Indonesian law for projects with Indonesian clients).

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy (available at /privacy) and any project-specific agreements (SOW, MSA, etc.), constitute the entire agreement between you and NanoStudio regarding our website and Services. These Terms supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to the subject matter hereof. No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of NanoStudio.

13.2 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent, or, if modification is not possible, severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any breach of these Terms shall constitute a waiver of any subsequent breach. Any waiver must be in writing and signed by an authorized representative of NanoStudio to be effective.

13.4 Assignment

You may not assign, transfer, delegate, or otherwise dispose of these Terms or your rights or obligations hereunder, whether voluntarily or by operation of law, without our prior written consent. Any attempted assignment in violation of this section shall be null and void. We may assign our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

13.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, pandemic, epidemic, natural disasters (earthquake, flood, fire, hurricane), government actions (including embargoes, sanctions, or regulatory changes), labor disputes, strikes, power outages, internet or telecommunications failures, or cyberattacks. The affected party shall notify the other party as soon as practicable and shall use reasonable efforts to mitigate the effect of such force majeure event. If the force majeure event continues for more than thirty (30) days, either party may terminate the affected engagement upon written notice.

13.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms shall be construed to give any third party any legal or equitable right, remedy, or claim under or in respect of these Terms.

14. Export Compliance

You agree to comply with all applicable export and import laws and regulations of Singapore, Indonesia, the United States, and other jurisdictions. You represent and warrant that you are not located in, or a resident or national of, any country subject to comprehensive trade sanctions (e.g., as designated by the United Nations, the European Union, or the United States), and that you are not on any list of prohibited or restricted parties. You shall not use, export, re-export, or transfer any deliverables or technology provided by us to any prohibited country or to any prohibited person without prior authorization. You are responsible for obtaining any required export or import licenses.

15. Anti-Bribery and Anti-Corruption

You agree to comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act (FCPA), and similar laws in Singapore and Indonesia. You shall not offer, promise, give, or authorize any bribe, kickback, or other improper payment to any government official, political party, or any other person to obtain or retain business or any improper advantage. You shall maintain accurate books and records and shall cooperate with us in any audit or investigation related to compliance with these obligations.

16. Notices

Any notice required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email (with confirmation of receipt); (c) sent by certified or registered mail, return receipt requested; or (d) sent by a recognized overnight courier. Notices to NanoStudio shall be sent to the contact information provided on our website. Notices to you may be sent to the email address or other contact information you provide. Either party may change its notice address by giving written notice to the other party. Notices regarding changes to these Terms may be posted on our website and shall be deemed effective upon posting.

17. Changes to These Terms

We may modify these Terms at any time by posting the updated Terms on this page and updating the "Last updated" date. We encourage you to review these Terms periodically. Your continued use of our website or Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using our website and Services. For project engagements, changes to these Terms do not affect the terms of any existing project agreement that was executed prior to the modifications. We may, in our discretion, provide additional notice of material changes (e.g., by email or a prominent notice on our website).

18. Contact Us

If you have questions about these Terms of Service, please contact us through our contact page.