Terms and Conditions

NxtHatch Technologies ("NxtHatch," "the Company," "we," "us," or "our") is a software development and technology consulting business operated from Pakistan and serving clients internationally.

Website: www.nxthatch.com

General inquiries: www.nxthatch.com/contact

Privacy contact: privacy@nxthatch.com

For professional services, the contracting party, fees, payment instructions, governing law, notice details, and other engagement-specific terms are the ones identified in the applicable Statement of Work, marketplace contract, invoice, or other written agreement. Those engagement terms take priority where they conflict with these general Website Terms.

1.1 Interpretation

Words whose initial letters are capitalized have the meanings defined below. These definitions have the same meaning whether they appear in singular or plural form.

1.2 Definitions

For the purposes of these Terms:

• Affiliate means an entity that controls, is controlled by, or is under common control with a party.
• Client means a person or entity that engages NxtHatch to perform Professional Services under an accepted Statement of Work, marketplace contract, invoice, or other written agreement.
• Client Data means any content, data, code, trademarks, credentials, or other materials a Client provides to, or makes accessible to, NxtHatch for use in performing Professional Services.
• Company (also referred to as "NxtHatch," "we," "us," or "our") means NxtHatch Technologies, the software development and technology consulting business identified in the applicable engagement documentation.
• Deliverables means the work product NxtHatch creates specifically for a Client under an applicable written engagement, including software, designs, documentation, and written materials.
• Device means any device that can access the Website, such as a computer, mobile phone, or tablet.
• Feedback means suggestions, ideas, or recommendations you submit regarding the Website or NxtHatch's offerings.
• Personnel means NxtHatch employees, contractors, consultants, and approved subcontractors involved in operating the business or delivering Professional Services.
• Pre-Existing Materials means anything owned or developed by NxtHatch outside of, or prior to, a given engagement, including frameworks, libraries, tools, templates, methodologies, and know-how.
• Professional Services or Services means the software development, design, consulting, and related services NxtHatch provides under an applicable written engagement.
• Statement of Work or SOW means a written scope, proposal, order, marketplace contract, milestone agreement, or similar document describing Professional Services and accepted by the parties.
• Third-Party Service means any product, platform, software, infrastructure, API, content, or service provided by a third party and used with or linked from the Website or Professional Services.
• Terms and Conditions (also referred to as "Terms") means Part I of this document, including documents expressly incorporated by reference.
• Website means the NxtHatch website available at https://www.nxthatch.com.
• You means the individual accessing or using the Website, or the person or organization on whose behalf that individual is acting, as applicable.

These Terms govern the use of the Website and the relationship between you and the Company. They set out the rights and obligations of all users of the Website.

Your access to and use of the Website is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Website.

By accessing or using the Website, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Website.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Website.

Your access to and use of the Website is also subject to Part II (Privacy Policy), which describes how we collect, use, and disclose personal information.

If you engage NxtHatch for Professional Services, these Terms apply only to the extent they are not replaced or modified by the agreement that actually governs the engagement.

In the event of a conflict, the following order applies unless the parties expressly agree otherwise:

• A separately signed master services agreement, marketplace contract, or other negotiated agreement that expressly governs the engagement;
• The applicable Statement of Work, milestone agreement, proposal, or written order;
• These Terms and Conditions.

Nothing on the Website constitutes a binding offer to perform Professional Services. An engagement begins only when the parties accept the applicable scope and commercial terms through a signed agreement, marketplace contract, written proposal, invoice arrangement, or other mutually accepted written process.

For Professional Services, the contracting party is the person or business identified in the applicable Statement of Work, marketplace contract, invoice, or other written agreement. These Terms do not create a different contracting entity from the one identified in that engagement documentation.

Payments must be made using the payment method, platform, bank account, or processor stated in the applicable agreement or invoice. Marketplace engagements remain subject to the marketplace's applicable contract and payment rules.

Services may be performed by NxtHatch personnel and approved subcontractors from Pakistan or other locations as appropriate to the engagement. NxtHatch remains responsible for its delivery obligations under the applicable agreement.

If a Client requires data access, data residency, staffing, or service delivery to be restricted to a particular country or location, that requirement must be agreed in writing before the affected work begins.

Where an applicable Statement of Work, marketplace contract, or other written agreement addresses contracting party, payment, governing law, venue, privacy, security, intellectual property, or other service-specific terms, that agreement controls for the engagement.

5.1 Scope and Change Requests

NxtHatch will perform the Professional Services described in the applicable written engagement. Work outside the agreed scope, including added features, platforms, integrations, or revisions, may require a written change covering scope, timeline, and fees before the additional work begins.

5.2 Timelines and Estimates

Timelines, delivery dates, and effort estimates are good-faith estimates unless the applicable engagement expressly states that a date is guaranteed. Delivery depends on timely access, approvals, feedback, third-party availability, and other dependencies identified in the engagement.

5.3 Client Responsibilities

The Client is responsible for providing reasonably required data, credentials, third-party access, approvals, and feedback; designating an authorized decision-maker; ensuring it has the rights necessary for Client Data and materials it provides; and maintaining backups of systems or data that remain under the Client's control.

NxtHatch is not responsible for delay or rework caused by missing access, inaccurate Client Data, delayed approvals, changed third-party systems, or other dependencies outside NxtHatch's reasonable control, except to the extent the applicable agreement states otherwise.

5.4 Acceptance

Acceptance criteria, review periods, and correction obligations are governed by the applicable Statement of Work, marketplace milestone, or other written engagement. If that document is silent, the Client should review Deliverables promptly and notify NxtHatch in writing of any material non-conformity with the agreed scope.

5.5 Fees, Invoicing, and Payment

Fees, rates, milestones, currencies, payment schedules, taxes, refunds, platform fees, and payment methods are governed by the applicable Statement of Work, marketplace contract, invoice, or other written engagement. Where a marketplace or payment platform imposes its own rules, those rules also apply.

Unless otherwise agreed in writing, third-party costs such as hosting, domains, licenses, paid APIs, plugins, app-store fees, and external services are the Client's responsibility when they are required for the Client's product.

5.6 Third-Party Services and Open Source

Deliverables may incorporate third-party or open-source components. Those components remain subject to their own license or service terms. NxtHatch does not control third-party availability, pricing, policies, or future changes.

5.7 Personnel and Subcontractors

NxtHatch may perform Services through Personnel and approved subcontractors. NxtHatch remains responsible for its delivery obligations under the applicable agreement and expects Personnel with access to confidential information to be subject to appropriate confidentiality obligations.

5.8 Non-Solicitation

Any non-solicitation obligation relating to NxtHatch Personnel applies only where it is stated in the applicable Statement of Work, master services agreement, marketplace contract, or other written engagement.

6.1 The Website

The Website and its original content, features, and functionality — including text, graphics, logos, designs, code, and the NxtHatch name and marks — are and will remain the exclusive property of the Company and its licensors, and are protected by copyright, trademark, and other laws. Nothing in these Terms grants you any right to use the Company's trademarks or branding without prior written consent.

6.2 Deliverables

Upon the Company's receipt of full payment of all fees due under the applicable Statement of Work, the Company assigns to the Client all right, title, and interest in the Deliverables created specifically for that Client, excluding Pre-Existing Materials and third-party or open-source components.

6.3 Pre-Existing Materials

The Company retains all right, title, and interest in its Pre-Existing Materials. To the extent Pre-Existing Materials are embedded in Deliverables, the Company grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and distribute them solely as part of the Deliverables.

Nothing in these Terms restricts the Company from using the general skills, knowledge, techniques, and experience gained in the course of performing Services.

6.4 Client Data

The Client retains ownership of its Client Data and grants the Company a non-exclusive license to use it as necessary to perform the Services.

6.5 Portfolio Rights

Unless the Client notifies the Company in writing to the contrary, the Company may identify the Client as a client and display non-confidential Deliverables in its portfolio, case studies, and marketing materials.

6.6 Feedback

If you submit Feedback to us, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, and incorporate that Feedback without obligation or compensation to you.

You agree not to:

• Use the Website for any unlawful purpose or in violation of any applicable law or regulation;
• Attempt to gain unauthorized access to the Website, its servers, or any connected system or network;
• Introduce viruses, malware, or any other malicious or technologically harmful code;
• Use automated means — including bots, scrapers, or crawlers — to access, harvest, or copy content from the Website, except for standard search engine indexing;
• Interfere with, disrupt, or place an unreasonable load on the Website or its infrastructure;
• Reverse engineer, decompile, or attempt to derive the source code of any part of the Website, except to the extent applicable law prohibits this restriction;
• Copy, reproduce, republish, or redistribute Website content without our prior written permission;
• Use the Website or our contact channels to send unsolicited commercial messages, spam, or harassing communications;
• Impersonate any person or entity, or misrepresent your affiliation with a person or entity.

We may investigate suspected violations and take any action we consider appropriate, including restricting access and reporting the matter to law enforcement.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Each party agrees to protect the other's Confidential Information with reasonable care, use it only for purposes of the applicable engagement, and disclose it only to people who reasonably need it and are subject to appropriate confidentiality obligations.

These obligations do not apply to information that becomes public through no fault of the receiving party, was lawfully known without a duty of confidence, is independently developed without use of the Confidential Information, or must be disclosed by law. Where legally permitted, the receiving party should provide prompt notice of a compelled disclosure.

The duration of confidentiality obligations is governed by the applicable agreement. If the agreement is silent, these obligations continue for three (3) years after the engagement ends and indefinitely for trade secrets to the extent protected by applicable law.

The Website may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services you visit.

9.1 Links from a Third-Party Social Media Service

The Website may display, include, make available, or link to content or services provided by a Third-Party Social Media Service. A Third-Party Social Media Service is not owned or controlled by the Company, and the Company does not endorse or assume responsibility for any Third-Party Social Media Service.

You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your access to or use of any Third-Party Social Media Service, including any content, goods, or services made available through them. Your use of any Third-Party Social Media Service is governed by that service's own terms and privacy policies.

10.1 Website Access

We may terminate or suspend your access to the Website immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Website ceases immediately.

10.2 Engagements

Either party may terminate an engagement for convenience on thirty (30) days' written notice, or immediately if the other party materially breaches these Terms or the applicable Statement of Work and fails to cure the breach within fifteen (15) days of written notice.

On termination of an engagement, the Client will pay the Company for all Services performed and all non-cancellable third-party costs incurred through the effective date of termination. Sections that by their nature should survive — including Sections 4, 6, 8, 13, 14, 16, and 17 — survive termination.

The Company warrants that it will perform the Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards. The Client's exclusive remedy for a breach of this warranty is re-performance of the affected Services, provided the Client reports the breach in writing within thirty (30) days of the affected Services being performed.

Except as expressly stated in this Section, the Website and all Services are provided subject to the disclaimer in Section 12.

The Website is provided to you "AS IS" and "AS AVAILABLE", with all faults and defects and without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the Website, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind, that the Website will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error free, or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Website, or the information, content, and materials or products included on it; (ii) that the Website will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Website; or (iv) that the Website, its servers, the content, or emails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs, or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on a consumer's applicable statutory rights, so some or all of the above exclusions and limitations may not apply to you. In such a case, the exclusions and limitations set forth in this Section apply to the greatest extent enforceable under applicable law.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, punitive, or consequential damages whatsoever — including damages for loss of profits, loss of revenue, loss of data or other information, business interruption, personal injury, or loss of privacy — arising out of or in any way related to the use of or inability to use the Website or the Services, third-party software or hardware used with them, or otherwise in connection with any provision of these Terms, even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Notwithstanding any damages you might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms, and your exclusive remedy, shall be limited to:

• For Clients, the total fees actually paid by the Client to the Company under the Statement of Work giving rise to the claim during the twelve (12) months preceding the event giving rise to liability; and
• For all other users, the greater of the amount actually paid by you through the Website or 100 USD.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means some of the above limitations may not apply. In those states, each party's liability will be limited to the greatest extent permitted by law.

You agree to indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, Personnel, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or of any applicable law;
• Your misuse of the Website;
• Client Data you provide, including any claim that it infringes or misappropriates a third party's intellectual property or other rights;
• Your use of Deliverables in a manner not contemplated by the applicable Statement of Work, or your modification of Deliverables after delivery.

Neither party is responsible for delay or failure to perform an obligation, other than a payment obligation already due, to the extent caused by an event beyond that party's reasonable control, such as natural disaster, war, civil unrest, epidemic, government action, widespread internet or utility failure, or material failure of a critical third-party service.

The affected party should notify the other party when reasonably practicable and use reasonable efforts to reduce the impact. If the event materially prevents performance for an extended period, termination rights are governed by the applicable Statement of Work or other written engagement.

For Professional Services, the governing law and dispute forum stated in the applicable Statement of Work, marketplace contract, or other written agreement control.

For use of the Website that is not governed by a separate written agreement, and for any Professional Services agreement that does not specify a governing law, these Terms are governed by the laws of Pakistan, excluding conflict-of-law rules, subject to any mandatory rights that applicable law does not permit the parties to waive.

Your use of the Website and Services may also be subject to other local, national, or international laws that apply to you or to the particular engagement.

If you have a concern or dispute about Professional Services, the parties should first follow any notice and dispute process stated in the applicable Statement of Work, marketplace contract, or other written agreement. If that agreement does not specify a process, the parties will first try in good faith to resolve the matter through written notice and discussion for at least thirty (30) days before starting formal proceedings.

For disputes arising only from use of the Website, or from Professional Services where no separate agreement specifies a forum, the courts of competent jurisdiction in Karachi, Sindh, Pakistan will have jurisdiction, subject to any mandatory legal rights that apply.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction where necessary to protect intellectual property, confidential information, security, or other rights that cannot reasonably wait for the informal process.

Any contractual limitation period stated in an applicable Statement of Work or marketplace agreement will control. Otherwise, claims must be brought within the period permitted by applicable law.

If you are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident, and nothing in these Terms affects those rights.

You represent and warrant that (i) you are not located in a country subject to a United States government embargo, or designated by the United States government as a "terrorist supporting" country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.

Each party will comply with applicable export control and economic sanctions laws, including those of the United States, in connection with the Services.

Neither party may assign an active Professional Services agreement except as permitted by that agreement or with the other party's consent, provided that either party may assign an agreement as part of a bona fide merger, acquisition, reorganization, or sale of substantially all of the relevant business or assets where applicable law permits.

These Website Terms may be transferred by NxtHatch to a successor that acquires or continues the relevant business, subject to applicable law.

The Company performs Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Formal notices for an active Professional Services engagement must be sent using the notice method stated in the applicable Statement of Work, marketplace contract, invoice, or other written agreement.

If an active engagement does not specify a notice method, written notice should be sent to the business contact shown on the most recent agreement or invoice and should clearly identify the engagement and the issue being raised.

Privacy requests must be sent to privacy@nxthatch.com.

For general Website questions, use our contact form.

23.1 Severability

If any provision of these Terms is held to be unenforceable or invalid, that provision will be changed and interpreted to accomplish its objectives to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

23.2 Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms does not affect a party's ability to exercise that right or require that performance at any time thereafter, nor does the waiver of a breach constitute a waiver of any subsequent breach.

For Website use, these Terms and the Privacy Policy describe the general terms that apply to the Website.

For Professional Services, the entire agreement consists of the documents that actually govern the engagement, such as a master services agreement, marketplace contract, Statement of Work, milestone agreement, accepted proposal, invoice terms, or other written agreement, together with these Terms only to the extent they are incorporated or not displaced by those documents.

These Terms may have been translated if we have made translations available to you. You agree that the original English text prevails in the case of a dispute.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least thirty (30) days' notice before the new terms take effect. What constitutes a material change is determined at our sole discretion.

By continuing to access or use the Website after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, please stop using the Website.

Changes to these Terms do not alter the terms of a Statement of Work already in effect.

General inquiries: www.nxthatch.com/contact

Privacy requests and questions: privacy@nxthatch.com (subject line "Privacy Request")

Formal notices relating to Professional Services should be sent using the notice method stated in the applicable Statement of Work, marketplace contract, invoice, or other written agreement.

If no notice method is stated, use the business contact shown on the most recent agreement or invoice and retain a copy of the written notice.