Agreement between Upaya and User

This Agreement is made between you and Upaya Services Limited ("us", "we", "our", “Upaya”). It sets out the various terms under which Upaya offers you its services. By using any of the services and/or the website you agree that you have read and accept these terms and conditions and that they shall apply to your use.

1. Services

1. Upaya makes available an online marketplace for the users and acts as a facilitator between the service seeker (“Client”) and the service providers or consultants (“Upaya Professionals”).
2. Upaya arranges for meeting of Client with the desired Upaya Professional and facilitates in various service offerings of Upaya.
3. Service providers who want to become an Upaya Professional can do so using this same platform and should abide by these terms and other executed contracts with Upaya.
4. Service providers who want to become an Upaya Professional can do so using this same platform and should abide by these terms and other executed contracts with Upaya.

2. Use of the Website and Services

1. Except for the ones granted to you by this Agreement, you may not reproduce, modify, display, sell, or distribute the Content or Upaya Materials, or use them in any other way for public or commercial purpose without the expressed consent of Upaya.
2. Notwithstanding anything to the contrary contained under these terms and conditions, you are prohibited from copying or adapting the HTML code used to generate web pages on the Sites, aggregating, copying or duplicating in any manner any of the Content or information available from any of the upaya.com.np.
3. You shall not use the website for transmitting or receiving or permit any other person to transmit or receive any material which may violate any applicable laws or regulations, or that may contain any virus that may impair or harm Upaya’s or any third party’s computer systems.
4. You may copy electronically and print the necessary documents (to be more specific the samples of forms required for company registration) available in the Upaya website for personal and non-commercial uses only.
5. Upaya does not grant any license or authorization to use any of its trade marks or logos or other intellectual property rights by making them available on the website.
6. Upaya provides you with the list of highly qualified Upaya Professionals and only acts as a facilitator between you and the Upaya Professionals. Once you’ve proceeded with the work with Upaya Professionals, it shall not be held responsible in any differences or conflict of interests between you and the Upaya Professionals or for failure in completion of the work although Upaya will try its best to facilitate a smooth process.
7. You acknowledge that Upaya will not be a party to any other communications whatsoever between you and the Upaya Professional that does not concern with Upaya or is not related to its services.
8. You shall inform us upon the termination or change of terms of agreement between you and Upaya Professional and the reason for the termination or change in terms.

3. Personal and Confidential Information

Upaya shall not disclose any of the personal or confidential information related to the services to a third party unless otherwise agreed by you in advance and in written form or as required by the law or court order.

The personal and confidential information provided by you as a part of acquiring our services for your company registration shall only be disclosed to the Upaya Professionals that you have selected or agreed to work with. Unless your consent is given, such confidential information shall not be disclosed to any other third parties by Upaya; however, Upaya is not liable for any disclosure of mishandling of such information by Upaya Professionals. When you choose to terminate Upaya services either due to completion of your work or for any other reasons, such information shall be kept as a part of our legal records.

4. Termination

Upaya may terminate, suspend or deny you access to the Website and/or Services immediately upon violation of any of the terms and conditions of this agreement or on other legal grounds without incurring any liability whatsoever to you.

5. Indemnification

You agree to indemnify, defend, and protect Upaya from and against all lawsuits and costs of every kind incurred as a result of your failure to act by the terms and conditions of this agreement.

6. Force Majeure

None of the party shall be held liable to the other, for any loss or damage incurred by either party due to the circumstances or contingencies that are beyond the control; provided, however, that the party shall use its best efforts to resume its Services as soon as possible.

7. Notices

Any notices regarding Upaya services, unless otherwise expressly stated, shall be given in writing by sending through e-mail or by facsimile transmission by either party to other party’s address as informed by the parties.

8. No Waiver

Failure or neglect by either party to exercise any right conferred by this agreement shall not be deemed to be a waiver of any such right.

9. Severability

If any provision of this Agreement is determined to be invalid, unlawful or unenforceable in any jurisdiction, such provision, or part thereof, shall be served from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

10. Variation of Terms

The right to vary the provisions of this Agreement from time to time reserves upon Upaya. Any changes that is made shall either be notified to you via email or posted on the homepage of Upaya.com.np and shall be deemed as to have been accepted by you if you continue to use the website and services after a period of seven days from the date of transmission of the mail or posting in the home page.

11. Law and Jurisdiction

This agreement shall be governed by the laws of Nepal and you hereby submit to the jurisdiction of Nepal courts.