1. About us
These Terms and Conditions ("Terms") govern services supplied by Nexsys Tech Limited, a company registered in England and Wales (England, United Kingdom). Full registered company details are available on request by emailing nexsys.te@gmail.com.
2. Definitions
- "Client", "you" — the individual or entity engaging Nexsys Tech Limited for services.
- "Services" — the professional services described in a quotation, proposal or statement of work.
- "Deliverables" — the outputs produced under the engagement.
- "Quotation" — a written proposal or estimate we provide.
- "Fees" — the amounts payable for the Services.
3. Scope
These Terms apply to every engagement unless expressly varied in writing and signed by an authorised representative of Nexsys Tech Limited. Where a signed statement of work conflicts with these Terms, the statement of work prevails.
4. Quotations
- Quotations are valid for 30 days from issue unless stated otherwise.
- Quotations are based on the information provided at the time; material changes may require revision.
- Prices are quoted in GBP and exclude any applicable taxes unless expressly stated.
5. Project acceptance
Work begins only after we receive written acceptance of a quotation and the agreed initial payment has cleared into our nominated bank account.
6. Payment terms
- All payments are made by bank transfer only. We do not accept credit or debit cards or online payment gateways.
- Unless otherwise agreed, a deposit is payable to secure the project start date.
- Invoices are payable within 14 days of issue unless a different term is stated on the invoice.
- Ownership of Deliverables transfers only upon full payment (see clause 11).
7. Late payment
We reserve the right to charge interest and reasonable recovery costs on late payments under the Late Payment of Commercial Debts (Interest) Act 1998. We may suspend work on any project with overdue invoices.
8. Client responsibilities
- Provide accurate information, briefs, content, credentials and approvals in a timely manner.
- Ensure you have the necessary rights to any materials you supply.
- Nominate a single primary point of contact for the engagement.
- Respond to requests for feedback and approval within reasonable timeframes.
9. Delays
Timelines are estimates given in good faith. We are not liable for delays caused by late feedback, incomplete information, third-party services, or events outside our reasonable control.
10. Intellectual Property
We retain ownership of all pre-existing know-how, tools, frameworks and code libraries used in delivering the Services. Upon full payment, we grant you a perpetual, non-exclusive licence to use those elements as embedded in the Deliverables for their intended purpose.
11. Ownership of Deliverables
Upon full payment, ownership of custom Deliverables — such as bespoke design, code and content created specifically for you — transfers to you, subject to any third-party licences (see clause 15).
12. Portfolio rights
We may display and describe completed Deliverables in our portfolio, case studies and marketing materials, unless expressly agreed otherwise in writing.
13. Termination
- Either party may terminate an engagement with reasonable written notice.
- On termination, you remain liable for all work completed and any non-cancellable third-party costs incurred to that date.
- We may terminate immediately for material breach that is not remedied within 14 days of written notice.
14. Force majeure
Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including but not limited to acts of God, war, terrorism, civil disturbance, natural disaster, epidemic, industrial action, or failure of public infrastructure or third-party services.
15. Third-party software and open source
Deliverables may incorporate third-party software, libraries, plugins, fonts or services, each governed by its own licence. You are responsible for complying with those licences and, where applicable, paying any associated fees.
16. Website hosting
Unless otherwise agreed in writing, we do not provide hosting. We can advise on suitable providers. Hosting contracts are strictly between you and the hosting provider.
17. Maintenance
Maintenance services, if purchased, are governed by the specific service plan agreed. See our Service Terms for details.
18. Confidentiality
Each party will keep confidential any non-public information disclosed by the other during an engagement and use it only for the purposes of performing this agreement.
19. Limitation of liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law. Subject to that, our total aggregate liability for any claim arising out of or in connection with an engagement is limited to the total Fees paid by you for the Services in the twelve (12) months preceding the event giving rise to the claim.
We are not liable for indirect, consequential, or special losses, including loss of profits, revenue, data, goodwill or anticipated savings.
20. Dispute resolution
The parties will first attempt to resolve any dispute through good-faith discussions. If unresolved after 30 days, either party may pursue formal legal proceedings.
21. Jurisdiction and governing law
These Terms and any dispute arising out of them are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
22. Entire agreement
These Terms, together with any signed statement of work, constitute the entire agreement between the parties and supersede all prior discussions and representations.
23. Contact
For questions about these Terms, email nexsys.te@gmail.com.