Terms of Services

1. Agreement to terms

These Terms of Service (the “Agreement”) govern your use of the services provided by Nexadev. By accessing or using our website or services, you accept and agree to be bound by these Terms, as well as any additional terms we may add (such as an engagement contract between you and us). If you disagree, do not use our services.

2. Services

Nexadev agrees to provide software development, design, cloud/hosting, AI/data solutions, and related professional services as described in a separate proposal/contract between you (the Client) and us. The details of scope, deliverables, price, schedule, and payment terms will be specified in the relevant engagement agreement.

3. Client responsibilities

You agree to provide timely access to the necessary information, resources, decisions, and approvals needed by Nexadev to deliver the services. Delays in your input may affect delivery time and may require adjustment to scope, timeline, or cost.

4. Fees & Payment

Unless otherwise agreed in writing:

• You will pay the fees set out in the proposal or contract.
• Payments may include a deposit, milestones, or a final payment.
• Late payments may attract interest or suspension of services.

5. Changes & scope

Any change to the scope of services must be agreed in writing (by email or signed document) and may result in additional fees and adjustments to the timeline.

6. Intellectual Property

Unless otherwise provided in a separate agreement, we grant you a non-exclusive right to use deliverables for your internal business purposes.

• We retain ownership of our pre-existing intellectual property (code, libraries, tools) and may reuse generic components in other projects.
• You warrant that you have rights to all content you provide us and that such content does not infringe third-party rights.

7. Confidentiality

Each party shall keep confidential any non-public information received from the other party for the engagement, and not disclose it to third parties without consent, except as required by law.

8. Warranties & Disclaimers

• We warrant that we will perform the services with reasonable skill and care.
• Except as required by law, we provide the services “as is” and disclaim all other warranties (including merchantability or fitness for a particular purpose).
• We do not guarantee that the services will be uninterrupted or error-free.

9. Limitation of Liability

To the maximum extent permitted by law:

• Neither party shall be liable for indirect, special, consequential, or punitive damages.
• Our aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by you under the relevant engagement agreement.

10. Term & Termination

• The engagement starts when you accept our proposal and ends when the services are completed and paid for (unless otherwise agreed).
• Either party may terminate earlier for material breach if the other fails to cure within a reasonable period.
• Upon termination, you shall pay for all services performed up to termination and return or erase confidential information of the other party as required.

11. Governing law & dispute resolution

This Agreement shall be governed by the laws of [insert governing jurisdiction, e.g., Bangladesh or New South Wales, Australia], and the parties submit to the exclusive or non-exclusive jurisdiction of its courts. Any dispute shall first be attempted to be resolved by good-faith negotiation, then mediation or arbitration if needed.

12. Miscellaneous

• The relationship between you and Nexadev is that of an independent contractor; nothing in this Agreement creates a partnership, joint venture, or employment relationship.
• If any provision of this Agreement is held invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary, and the remaining provisions remain in full force.
• This Agreement, together with any engagement contract, constitutes the entire agreement between you and us and supersedes all prior agreements.

13. Changes to terms

We may revise these Terms from time to time. The version posted on our website will indicate the “Last updated” date. By continuing to use our services after changes, you accept the new Terms.