Terms of Business

1. Engagement Model & Statements of Work

NEXACT delivers services under our Understand. Build. Deliver. methodology. Every commercial project is defined by a written Statement of Work (“SOW”) which sets out:

• Specific technical and commercial deliverables;
• Agreed technical stack, integrations, and hosting requirements;
• Milestone delivery schedule and client review gates;
• Commercial fees, payment triggers, and explicit acceptance criteria.

In the event of any conflict between these general Terms of Business and an agreed SOW, the terms of the SOW shall prevail for that specific engagement.

2. Intellectual Property Rights (IP)

We believe in clean, transparent IP ownership:

• Client Deliverables: Upon receipt of full and final payment for the services rendered under an applicable SOW, NEXACT assigns to the Client all right, title, and interest in the bespoke source code, database schemas, graphic assets, and custom architectures created specifically for the Client.
• NEXACT Pre-Existing Tooling: NEXACT retains full ownership of its pre-existing libraries, utility functions, deployment scripts, boilerplate architectures, and reusable components (“Background IP”). NEXACT grants the Client a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, and run such Background IP solely as integrated within the delivered system.
• Open Source Software: Standard open-source libraries (e.g. Next.js, React, Tailwind CSS) remain subject to their respective open-source licenses (such as MIT or Apache 2.0).

3. Client Dependencies & Cooperation

Timely engineering delivery relies upon active client collaboration. The Client agrees to:

• Provide prompt access to necessary third-party systems, API credentials, staging servers, and domain DNS settings;
• Designate an authorized project representative with authority to approve milestones and technical decisions;
• Complete milestone reviews within five (5) business days of notification from the NEXACT engineering team.

4. Acceptance Testing & 30-Day Warranty

Upon delivery of each milestone or final release candidate, the Client has a fourteen (14) calendar day acceptance period to verify the deliverables against the agreed acceptance criteria in the SOW.

Post-Launch Warranty: NEXACT provides a complimentary thirty (30) calendar day warranty period commencing on production deployment. During this warranty period, NEXACT will remedy any verified reproducibility defects or failures to satisfy the agreed SOW specification at no additional charge.

The warranty does not apply to issues arising from third-party API outages, client modifications to source code, unsupported browser environments, or failure of client-managed hosting infrastructure.

5. Fees, Invoicing & Payment

Unless otherwise specified in an SOW, all fees are quoted in British Pounds Sterling (GBP) exclusive of applicable UK Value Added Tax (VAT). Invoices are payable within fourteen (14) calendar days of invoice date via electronic bank transfer (BACS) or approved payment rails.

6. Mutual Confidentiality

Both parties agree to treat all business plans, customer data, source code, API keys, and commercial discussions as strictly confidential. Neither party shall disclose confidential information to any third party without prior written authorization, except as required by law or to professional advisors under equivalent non-disclosure obligations.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable for any indirect, incidental, punitive, or consequential damages, loss of business revenue, loss of anticipated profits, or data corruption;
• NEXACT's total aggregate liability arising out of or related to any engagement shall not exceed the total fees paid by the Client to NEXACT under the specific Statement of Work giving rise to the claim;
• Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

8. Governing Law & Jurisdiction

These Terms of Business and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales.

Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.