Terms & Conditions

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you — whether as an individual or as an authorized representative of an organization (“Client,” “you,” or “your”) — and Nexoera Limited (“Nexoera,” “we,” “us,” or “our”), governing your access to and use of our website (nexoera.io) and all digital infrastructure consulting, technology advisory, and related professional services offered by Nexoera.

By accessing our website, submitting an inquiry, or entering into a service engagement with Nexoera, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease using our website and services.

These Terms should be read in conjunction with our Privacy Policy, Cookie Policy, Refund Policy, and Acceptable Use Policy, all of which form part of the agreement between you and Nexoera.

2. Services Description

Nexoera provides digital business infrastructure consulting services, including but not limited to:

• — Business Technology Assessment: Comprehensive evaluation of existing technology infrastructure, systems, and processes
• — Digital System Architecture: Strategic design and planning of software ecosystems and technology stacks
• — Workflow Optimization: Analysis and redesign of operational processes and team workflows
• — Digital Growth Infrastructure: Planning and implementation of scalable operational frameworks
• — Technology Consulting: Strategic advisory services for technology decision-making and investment

The specific scope of services for each engagement is defined in a separate Statement of Work (SOW) or Service Agreement executed between Nexoera and the Client. In the event of any conflict between these Terms and a signed Service Agreement, the Service Agreement shall prevail.

3. Eligibility

Our services are intended for businesses and professional organizations. By engaging Nexoera, you represent and warrant that:

• — You are at least 18 years of age
• — You have the legal authority to enter into a binding agreement on behalf of yourself or the organization you represent
• — Your use of our services complies with all applicable laws and regulations in your jurisdiction
• — All information you provide to Nexoera is accurate, complete, and current

4. Engagement and Project Terms

4.1 Project Initiation

All engagements begin with a discovery phase during which Nexoera gathers information about the Client's current operations, systems, and objectives. A formal project scope is documented and agreed upon before billable work commences.

4.2 Client Cooperation

Clients are required to provide timely access to relevant information, systems, team members, and documentation necessary for Nexoera to perform the contracted services. Delays resulting from insufficient Client cooperation may extend project timelines and may result in additional charges at Nexoera's standard rates.

4.3 Change Requests

Any requests to modify the agreed project scope, deliverables, or timeline must be submitted in writing. Nexoera will assess the impact of requested changes and provide a written change order specifying any adjustment to fees, timelines, or deliverables. Change orders become effective upon written acceptance by both parties.

4.4 Project Timelines

Estimated project timelines are provided in good faith and are subject to Client responsiveness and the availability of required information. Nexoera is not liable for delays attributable to Client inaction, third-party dependencies, or force majeure events.

5. Fees and Payment

5.1 Fee Structure

Fees for Nexoera services are set out in the applicable Service Agreement or SOW. Published pricing on our website is indicative and may be adjusted for specific engagement requirements, complexity, or duration. All fees are quoted in United States Dollars (USD) unless otherwise specified.

5.2 Payment Terms

Unless otherwise agreed in writing, payment terms are as follows: 50% of the total project fee is due upon contract execution, with the remaining 50% due upon project completion. For ongoing retainer arrangements, invoices are issued monthly in advance and are due within 14 days of the invoice date.

5.3 Late Payment

Invoices not paid within the specified payment terms are subject to interest at the rate of 1.5% per month on the outstanding balance. Nexoera reserves the right to suspend services on accounts with overdue balances of 30 days or more, without liability for any resulting project delays.

5.4 Taxes

All fees are exclusive of applicable sales tax, VAT, GST, or other government-imposed taxes. Clients are responsible for paying all applicable taxes associated with the services received, unless Nexoera is required by law to collect and remit such taxes on the Client's behalf.

6. Intellectual Property

6.1 Client Materials

The Client retains all ownership rights in materials, data, documentation, and intellectual property provided to Nexoera in connection with the engagement. The Client grants Nexoera a limited, non-exclusive license to use such materials solely for the purpose of performing the contracted services.

6.2 Nexoera Deliverables

Upon receipt of full payment, Nexoera assigns to the Client ownership of all custom deliverables specifically created for the Client under the Service Agreement, including written assessments, architecture blueprints, workflow documentation, and roadmaps. Nexoera retains ownership of all pre-existing methodologies, frameworks, templates, tools, and general knowledge developed independently of the engagement.

6.3 Website Content

All content on the Nexoera website, including text, graphics, logos, and design elements, is the intellectual property of Nexoera Limited and is protected by copyright and trademark law. Unauthorized reproduction, distribution, or use of website content is strictly prohibited.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. Nexoera will not disclose Client business information, operational details, financial data, or strategic plans to third parties, except as required by law or with the Client's express written consent. Clients agree to maintain the confidentiality of Nexoera's proprietary methodologies, tools, and pricing structures.

Confidentiality obligations survive the termination or expiration of the engagement for a period of three (3) years.

8. Limitation of Liability

To the fullest extent permitted by applicable law, Nexoera's total aggregate liability to the Client for any claims arising from or related to the services, whether based on contract, tort, negligence, or otherwise, shall not exceed the total fees paid by the Client to Nexoera in the six (6) months immediately preceding the event giving rise to the claim.

In no event shall Nexoera be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, or business opportunity, even if Nexoera has been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

9. Warranties and Disclaimers

Nexoera warrants that its services will be performed with reasonable skill, care, and professionalism by qualified personnel, in accordance with the agreed scope of work.

Nexoera does not warrant that any particular business outcome, revenue growth, operational improvement, or financial result will be achieved as a result of the services. Digital infrastructure consulting involves inherent uncertainty, and results depend on factors including Client implementation, market conditions, and organizational dynamics beyond Nexoera's control.

The Nexoera website is provided on an “as is” basis without warranties of any kind, either express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Termination

Either party may terminate an engagement by providing thirty (30) days' written notice. Nexoera may terminate with immediate effect if the Client materially breaches these Terms or the applicable Service Agreement and fails to remedy such breach within ten (10) days of receiving written notice.

Upon termination, the Client shall pay all fees for services rendered up to the date of termination. Nexoera will deliver all completed and in-progress deliverables to the Client upon receipt of all outstanding payments.

11. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with applicable international commercial law. The parties agree to first attempt to resolve any dispute through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration conducted by a mutually agreed arbitration body. The arbitration award shall be final and binding on both parties.

Nothing in this section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm.

12. Contact

For any questions regarding these Terms and Conditions, please contact: