Terms and Conditions

Terms and Conditions

Effective Date: JUN 01, 2026

Company: NE Designworks, LLC, ”Company,” "we," "us," "our")

Website: https://nedesignworks.com

Contact: info@nedesignworks.com

These Terms and Conditions ("Terms") govern your access to and use of our

website, our products, and our services — including (a) the sale of custom

furniture, (b) custom software development for business clients (including

commercial enterprise applications and custom mobile applications), and

(c) end-user apps and games we publish and sell directly through digital

storefronts such as the Apple App Store and Google Play. By using our

website, purchasing our products, downloading our apps or games, or

engaging us for services, you agree to these Terms.

If you do not agree, do not use our website, apps, or services.

1. Definitions

- **"Goods"** means custom furniture and related items manufactured or supplied by Company.

- **"Client Services"** means custom software development, enterprise application development, mobile application development, design, consulting, and related professional services delivered to a business client under a Statement of Work.

- **"Consumer App"** or **"Game"** means software published by Company and distributed to end users through digital storefronts under Company's own brand.

- **"Order"** means an accepted purchase of Goods.

- **"SOW"** means a written Statement of Work, proposal, or quote describing Client Services.

- **"Client"** means a business or individual purchasing Goods or engaging Client Services.

- **"End User"** or **"you"** means an individual who acquires or uses a Consumer App or Game.

2. Use of the Website

You may use this website only for lawful purposes. You agree not to:

- Use the website in any way that violates applicable law.

- Attempt to gain unauthorized access to any portion of the website, server,

or related infrastructure.

- Use any automated means to scrape, copy, or harvest content, except as

permitted by our `robots.txt`.

- Interfere with or disrupt the website's operation.

- Introduce viruses, malware, or any other harmful code.

PART A — CUSTOM FURNITURE SALES

3. Quotes and Orders

Quotes for custom furniture are valid for **[30] days** from the date issued

unless otherwise stated. A quote becomes a binding Order only when (a) you

sign or otherwise confirm acceptance in writing or electronically, and (b)

we receive the required deposit (see Section 4).

We reserve the right to refuse or cancel any Order at our discretion,

including for errors in pricing, product availability, or suspected fraud.

If we cancel an Order before production has begun, any deposit you have

paid will be refunded in full.

4. Pricing and Payment

- All prices are quoted in **[USD]** and exclude applicable taxes, shipping,

and delivery fees unless stated otherwise.

- A non-refundable deposit of **[50]%** of the Order total is required to

initiate production.

- The remaining balance is due **prior to shipment or delivery** of the

Goods.

- Accepted payment methods are stated at checkout or on the invoice.

5. Custom Order Specifications

You are responsible for the accuracy of all specifications you provide,

including dimensions, materials, finishes, hardware selections, and

delivery location. We will produce the Goods based on the specifications

confirmed in writing in the final Order. Variations in natural materials

(wood grain, leather, stone, fabric dye lots) are inherent characteristics

and not defects.

6. Production and Lead Times

Estimated lead times will be communicated when your Order is accepted.

Lead times are **estimates only** and are not guaranteed delivery dates.

We are not liable for delays caused by suppliers, shipping carriers, force

majeure events, or factors outside our reasonable control.

7. Shipping, Delivery, and Risk of Loss

- Unless otherwise agreed, Goods are shipped F.O.B. our facility. Risk of

loss passes to you when the Goods are tendered to the carrier.

- You are responsible for inspecting the Goods upon delivery and noting any

visible damage on the carrier's delivery receipt.

- Any claim of shipping damage must be reported to us in writing within

**[5] business days** of delivery, with photographs and a copy of the

delivery receipt.

8. Returns, Cancellations, and Refunds

**Custom Goods are made to your specifications and are non-returnable and

non-refundable** except as required by law or as expressly stated in these

Terms.

- An Order may be cancelled by you in writing **before production begins**

for a full refund less any deposit retained for design, materials, or

other documented work performed.

- Once production has begun, deposits are non-refundable and the full

balance becomes due if the Order is cancelled.

- Defective Goods are addressed under Section 9 (Warranty), not by return.

9. Limited Warranty on Furniture

We warrant that Goods will be free from defects in materials and

workmanship for **[one (1) year]** from the date of delivery, subject to

normal use and proper care, unless these goods and defects are an intentional part of the production process. Some imperfections in wood products may be unpreventable and intentional due to grain, knots, joinery and aesthetics.  

This warranty does not cover:

- Damage from misuse, accident, alteration, exposure to extreme conditions,

or failure to follow care instructions.

- Normal wear, including variation, patina, or aging of natural materials.

- Goods that have been repaired or modified by anyone other than Company or

an authorized party.

Our sole obligation under this warranty is, at our option, to repair the

defective Good, replace it, or refund the purchase price. **THIS WARRANTY

IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE

IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,

TO THE FULLEST EXTENT PERMITTED BY LAW.** Some jurisdictions do not allow

the exclusion of implied warranties, so this exclusion may not apply to you.

PART B — CLIENT SERVICES (ENTERPRISE APPLICATIONS, MOBILE APPS, GAMES)

10. Engagement and Statement of Work

Client Services are provided under a written SOW that describes scope,

deliverables, schedule, and fees. Each SOW is incorporated into these

Terms by reference. In the event of a conflict between an SOW and these

Terms, the SOW controls **only for the matters expressly addressed in that

SOW**.

11. Fees and Payment Schedule

- Unless otherwise stated in an SOW, fees are billed on a **fixed-price**

or **time-and-materials** basis as specified in the SOW.

- A deposit of **[50]%** is typically required before work begins, with

the balance due according to the milestones in the SOW or upon delivery.

- Invoices are payable within **[15] days** of issuance. Past-due amounts

may accrue interest at **1.5% per month** or the maximum rate permitted

by law, whichever is lower.

- Out-of-pocket expenses (third-party licenses, hosting, paid APIs, app

store fees, designer assets, cloud infrastructure) are billed at cost and

are Client's responsibility unless the SOW states otherwise.

12. Change Orders

Any change to the scope, deliverables, schedule, or fees stated in an SOW

requires a written change order signed by both parties. Work outside the

original SOW will not begin until a change order is executed and, if

applicable, the related deposit is paid.

13. Intellectual Property — Client Deliverables

Upon **full payment** of all fees and expenses due under the applicable

SOW, Company assigns to Client all right, title, and interest in the

custom-developed deliverables produced specifically for Client under that

SOW (the "Client Deliverables").

Until full payment is received, Company retains all rights in the Client

Deliverables, and Client has no license to use them in production.

14. Pre-Existing IP, Tools, and Third-Party Components

The Client Deliverables do not include:

- **Company Pre-Existing IP**: tools, libraries, frameworks, utilities,

templates, know-how, methodologies, and internal systems owned or

developed by Company before or independently of the SOW. Company grants

Client a perpetual, worldwide, non-exclusive, royalty-free license to use

the Company Pre-Existing IP solely as embedded in and necessary for the

use of the Client Deliverables.

- **Third-Party Components**: open-source software, commercial libraries,

and SaaS services. These are governed by their own license terms. Client

is responsible for compliance with those licenses.

15. Acceptance of Deliverables

Client has **[10] business days** after delivery of a milestone or final

deliverable to test it and provide written notice of any failure to

materially conform to the SOW. If no such notice is given within that

period, or if Client uses the deliverable in production, the deliverable

is deemed accepted.

If Client provides a timely non-conformance notice, Company will, within

a reasonable time, correct the non-conformance or, if correction is not

commercially feasible, refund the fees paid for that specific deliverable.

16. Client Services Warranty

Company warrants that Client Services will be performed in a professional

and workmanlike manner. For a period of **[30] days** after acceptance of

a deliverable, Company will correct, at no additional charge, any failure

of that deliverable to materially conform to the SOW. **EXCEPT AS STATED

IN THIS SECTION, CLIENT SERVICES AND DELIVERABLES ARE PROVIDED "AS IS"

WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.**

17. Confidentiality

Each party may receive information from the other that is marked as

confidential or that a reasonable person would understand to be

confidential ("Confidential Information"). Each party will (a) protect

the other's Confidential Information using at least the same care it uses

to protect its own confidential information of like importance, and

(b) use the other's Confidential Information only for purposes of

performing or benefiting from the SOW. These obligations survive

termination for **[3] years**, except that trade secrets remain protected

indefinitely.

PART C — CONSUMER APPS AND GAMES

18. License to End Users

Consumer Apps and Games are licensed, not sold, to End Users. Subject to

your compliance with these Terms and the terms of the digital storefront

through which you acquire the Consumer App or Game, Company grants you a

personal, non-exclusive, non-transferable, revocable license to install

and use the Consumer App or Game on devices you own or control, solely

for your personal, non-commercial use.

19. Restrictions on Use

You may not:

- Copy, modify, distribute, sell, lease, sublicense, or create derivative

works of a Consumer App or Game, except as expressly permitted by

applicable law.

- Reverse-engineer, decompile, or disassemble a Consumer App or Game,

except to the extent applicable law expressly permits despite this

restriction.

- Remove, alter, or obscure any proprietary notice (copyright, trademark,

or other) contained in a Consumer App or Game.

- Use a Consumer App or Game to develop a competing product.

- Use a Consumer App or Game in violation of the storefront's terms of

service.

20. In-App Purchases and Advertising

Some Consumer Apps or Games may offer in-app purchases, subscriptions,

or advertising. When present, these are processed by the digital

storefront under its own terms. Company does not process consumer payments

directly for Consumer Apps and Games and does not have access to your

payment card information.

**For Consumer Apps or Games that are paid apps**: purchase is a one-time

charge processed by the storefront. Updates to a paid app are provided at

no additional charge to existing purchasers.

21. Consumer App Warranty and Support

To the fullest extent permitted by applicable law, Consumer Apps and

Games are provided **"AS IS"** and **"AS AVAILABLE"** without warranty of

any kind. We do not warrant that a Consumer App or Game will be

error-free, uninterrupted, or free of security vulnerabilities. Any

statutory warranty that cannot be excluded under applicable law remains

in force to the minimum extent required.

Support requests may be submitted to the support email listed for that

Consumer App or Game. Response times are best-effort.

22. Refunds for Consumer Apps and Games

Refunds are handled by the storefront through which you acquired the

Consumer App or Game (Apple App Store, Google Play, or otherwise) under

that storefront's refund policy. Company does not issue direct refunds

for storefront purchases.

PART D — COPYRIGHT AND INTELLECTUAL PROPERTY

23. Ownership of Company Content

All content on this website, in our marketing materials, and in our

Consumer Apps and Games — including but not limited to text, graphics,

illustrations, photographs, logos, icons, sound recordings, music, video,

software code, and the overall design and look-and-feel — is owned by

Company or its licensors and is protected under United States and

international copyright, trademark, and other intellectual property laws.

Except as expressly permitted by these Terms or by applicable law

(including fair use), you may not reproduce, distribute, publicly display

or perform, prepare derivative works from, or transmit any of our content

without Company's prior written permission.

24. Trademarks

NE Designworks, the Company logo, product names, and slogans are

trademarks of Company. All other trademarks appearing on the website, in

our apps, or in our marketing materials are the property of their

respective owners. Nothing in these Terms grants you any right to use any

Company trademark without our prior written permission.

25. Client Deliverables and Ownership

For custom software built under an SOW, ownership of the Client

Deliverables transfers to Client on full payment as described in

Section 13. Company retains ownership of Company Pre-Existing IP as

described in Section 14. This section does not modify the terms of any

signed SOW.

26. Third-Party Content and Open Source

Our Consumer Apps, Games, and Client Deliverables may include or link to

third-party content or open-source software. Such content is the property

of its respective owners and is governed by the terms and licenses under

which it is provided. Applicable open-source licenses are disclosed in

each product's about, help, or licensing screen.

27. User-Submitted Content

If you submit content to Company (feedback, suggestions, bug reports,

messages, forum posts, or other communications), you grant Company a

worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to

use, reproduce, modify, publish, distribute, and display that content in

any medium for any purpose related to Company's business, without

attribution or compensation to you. You represent that you have all rights

necessary to grant this license and that the content does not infringe or

violate any third party's rights.

Company is not obligated to treat any submitted content as confidential.

28. DMCA — Copyright Infringement Notices

Company complies with the notice-and-takedown provisions of the Digital

Millennium Copyright Act (17 U.S.C. § 512). If you believe that content

made available on our website, or in one of our Consumer Apps or Games,

infringes your copyright, please send a written notice to our designated

DMCA agent that contains:

1. A physical or electronic signature of the copyright owner or an agent

authorized to act on their behalf.

2. Identification of the copyrighted work claimed to have been infringed.

3. Identification of the material claimed to be infringing, with

information sufficient to allow us to locate it (URL, screen, or file

name).

4. Contact information for the complaining party (address, telephone

number, and email address).

5. A statement that the complaining party has a good-faith belief that

the use of the material is not authorized by the copyright owner, its

agent, or the law.

6. A statement, under penalty of perjury, that the information in the

notice is accurate and that the complaining party is authorized to act

on behalf of the owner of the exclusive right that is allegedly

infringed.

We will respond to properly submitted notices as required by the DMCA,

which may include removing the allegedly infringing content and providing

a counter-notice procedure to the affected party.

Submitting a false or misleading DMCA notice may expose the sender to

liability for damages.

29. Counter-Notification

If you believe that material of yours was removed or disabled by mistake

or misidentification, you may submit a counter-notification to the

designated agent above, containing the elements required by 17 U.S.C.

§ 512(g)(3).

30. Repeat Infringers

Company will terminate access, accounts, or licenses of users determined

by Company, in appropriate circumstances, to be repeat infringers.

31. Reservation of Rights

All rights not expressly granted in these Terms are reserved by Company

or its licensors. No license under any copyright, patent, trademark,

trade secret, or other intellectual property right is granted by

implication, estoppel, or otherwise.

PART E — GENERAL TERMS

32. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE SOW, THE

WEBSITE, GOODS, CLIENT SERVICES, CONSUMER APPS, AND GAMES ARE PROVIDED

"AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE DO NOT

WARRANT THAT THE WEBSITE OR ANY CONSUMER APP OR GAME WILL BE

UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

33. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE

LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, ANY

ORDER, ANY SOW, OR ANY CONSUMER APP OR GAME WILL NOT EXCEED THE GREATER

OF (A) THE AMOUNTS YOU PAID TO COMPANY IN THE **TWELVE (12) MONTHS**

PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) **ONE HUNDRED

U.S. DOLLARS ($100)**.

IN NO EVENT WILL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS,

LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY

OF SUCH DAMAGES.

Some jurisdictions do not allow the limitation or exclusion of certain

liabilities, so these limits may not apply to you in full.

34. Indemnification

You agree to defend, indemnify, and hold harmless Company, its officers,

employees, and contractors from any third-party claim, loss, or expense

(including reasonable attorneys' fees) arising out of (a) your breach of

these Terms or an SOW, (b) your misuse of the Goods, deliverables,

Consumer Apps, or Games, (c) content, materials, or specifications you

provided to Company, or (d) your violation of any law or third-party

right, including intellectual property rights.

35. Governing Law and Disputes

These Terms are governed by the laws of the State of New Hampshire,

without regard to its conflict-of-laws rules. The parties consent to the

exclusive jurisdiction of the state and federal courts located in

Carroll County, New hampshire for any dispute that is not subject to

arbitration.

36. Force Majeure

Neither party is liable for any failure or delay in performance (other

than payment obligations) caused by events beyond its reasonable control,

including acts of God, natural disasters, war, terrorism, civil unrest,

labor disputes, supplier failures, pandemics, government action,

internet or utility outages, or storefront outages.

37. Modifications to Terms

We may update these Terms from time to time. The "Effective Date" at the

top will be updated, and material changes will be highlighted. Continued

use of the website, services, or Consumer Apps and Games after the

Effective Date constitutes acceptance. Changes do not apply retroactively

to Orders already accepted or SOWs already signed.

38. Severability

If any provision of these Terms is held invalid or unenforceable, the

remaining provisions remain in full force and effect.

39. Entire Agreement

These Terms, together with any applicable SOW and any policies referenced

herein (such as our Privacy Policy and the End User License terms in a

specific Consumer App or Game), constitute the entire agreement between

you and Company regarding the subject matter and supersede all prior

agreements, oral or written.

40. Notices and Contact

- General notices: info@nedesignworks.com

- Legal & DMCA notices: legal@nedesignworks.com

- App and game support: games@nedesignworks.com