Website & Services Terms

Agreement to terms

Using the Site or entering a written proposal/statement of work (SOW) with NXDEV SOLUTIONS LLC (dba “NX Dev Solutions”) binds you to these baseline web terms plus any executed order form that explicitly supersedes conflicting sections.

Definitions

• Client: contracting party receiving Services.
• Deliverables: artefacts listed as outputs in SOW (code, designs, docs).
• Open Source: components under OSI-approved or widely recognised FOSS licences.

Permitted site use

No scraping that overloads infrastructure, no unlawful content submission, no reverse engineering except where interoperability rights are non-waivable locally. Rights not expressly granted remain reserved.

Quotes, proposals & SOW precedence

Estimates non-binding until countersigned. Executed SOW + order form + these Terms form the contract stack; if irreconcilable, order: (1) executed SOW annex, (2) order form specifics, (3) these Terms unless SOW states otherwise.

Client responsibilities

Provide timely access (accounts, sample data, SMEs), accurate requirements, legal use of supplied assets, security posture on Client-controlled endpoints, payment per schedule, single point of escalation.

Delivery acceptance

Unless the SOW states otherwise, the Client has ten (10) business days after delivery of a staging/demo environment or milestone build to log material defects against written acceptance criteria; silence may be treated as acceptance only if explicitly stated in the SOW.

Fees, expenses, taxes

Invoices per milestone or monthly retainer cadence. Currency & VAT/GST/Sales tax line items as applicable. Client reimburses pre-approved hard costs (App Store fees, infra overages directly attributable, travel if agreed). Suspension rights for material late payment after written cure window.

Change requests

Out-of-scope asks documented as change orders estimating time/cost/schedule delta. No obligation to start until mutually signed or email-acknowledged depending on SOW governance.

Intellectual property

Pre-existing Provider IP & generic libraries remain with Provider. Client receives licence or assignment to bespoke Deliverables upon receipt of applicable fees as defined in SOW (may split per milestone). Third-party & Open Source components governed by their licences; Client responsible for compliance audits for its distribution channels.

Confidentiality

Each party protects non-public info with reasonable care. Excludes independently developed data, public through no fault, lawful third-party receipt, or disclosures compelled by law (notify other party if permitted).

Privacy & data roles

Where Provider processes personal data solely on Client instructions, treat Client as controller & execute DPA referencing the Privacy Policy. A separate data processing addendum may apply when required by scope.

Warranties & disclaimers

Services performed with professional skill. Otherwise aside from non-excludable statutory rights: deliverables provided “as-is” after acceptance; no implied merchantability/fitness for undisclosed special purpose; no guarantee of uninterrupted error-free operation beyond agreed defect warranty window in SOW if any.

Limitation of liability

To the maximum extent permitted: neither party is liable for indirect or consequential losses. Except for liabilities that cannot be limited by law, each party’s total aggregate liability arising out of or relating to the Services in any twelve-month period is limited to the fees paid by Client to NXDEV SOLUTIONS LLC in that period, or the cap stated in the applicable SOW if lower or higher.

Indemnity (optional pattern)

If SOW includes indemnities, scope them narrowly (IP infringement of Provider’s original work product subject to prompt notice & defense cooperation). Remove if asymmetry inappropriate.

Generative AI disclosures

If tools producing code/docs are used, Provider will note policy in SOW regarding review, provenance logging, Client restricted data prohibitions. Client may prohibit certain providers—delays then re-baselined.

Term & termination

Term aligns to SOW; either party may terminate for uncured material breach. On termination: pay for work completed, return/destroy confidential copies, transition assistance available at then-current rates unless waived.

Publicity

No Client marks case study use without written consent; Provider may list generic category skills & anonymised metrics if allowed.

Subcontractors

Provider may use vetted subcontractors remaining responsible for their performance & confidentiality—objection rights if SOW enumerates named personnel only.

Force majeure

Neither party liable for delay from events outside reasonable control after prompt notice & mitigation effort.

Miscellaneous

Assignment restricted without consent except internal corporate reorganisations / financing with notice. Severability. Entire agreement. Waiver only in writing.

Notices

General inquiries: info@nxdevsolutions.com · Formal legal / contract notices: as specified in your signed agreement, or to the same email with subject line “Legal notice”.