Terms & Conditions

These Terms & Conditions (“Terms”) govern the relationship between Nexus Innovation Labs (“Nexus Labs”, “we”, “us”, or “our”) and you (“Client”, “you”, or “your”) in connection with the services we provide and the use of our website at nexusinnovationlabs.nl (the “Site”).

By engaging our services, submitting a booking or contact request, or using the Site, you agree to be bound by these Terms. If you do not agree, please do not use the Site or our services.

1. Definitions

• “Services” means custom software development, web development, AI integration, and related consulting and design services provided by Nexus Labs.
• “Proposal” means any written quote, statement of work, or project scope document issued by Nexus Labs.
• “Agreement” means the signed Proposal or contract between you and Nexus Labs, incorporating these Terms by reference.
• “Deliverables” means all software, designs, documentation, and other work product produced under an Agreement.
• “Confidential Information” means any non-public information disclosed by either party in connection with an Agreement.
• “Care Plan” means a recurring Website-as-a-Service subscription covering hosting, maintenance, support, and related managed services as described in Section 3.
• “Platform” means the proprietary code, templates, and infrastructure on which a Care Plan website is built and operated.
• “Buyout Fee” means the fee payable to acquire a Care Plan website and have it transferred out of the Platform, as described in Section 3.

2. Services

Nexus Labs provides bespoke software and AI solutions including, but not limited to, web application development, custom software engineering, AI/ML integration, API development, and technical consulting.

The specific scope, timeline, and deliverables for each engagement are defined in a written Proposal. No obligation to perform Services arises until a Proposal has been countersigned by both parties.

We also offer website subscription plans (our “Free Website” service), one-time website purchases, and design-only prototypes. These are described further in Section 3, which, where applicable, prevails over conflicting provisions elsewhere in these Terms.

We reserve the right to decline or discontinue any engagement at our discretion, subject to the refund obligations set out in Section 5.

3. Website Care Plans, Hosting & the Free Website Service

This Section applies in addition to the rest of these Terms whenever you take up our “Free Website” offer, a Website Care Plan, the one-time “Own It” purchase, or a design-only prototype. Where this Section conflicts with another Section, this Section prevails for those services. Current prices, plan inclusions, add-on fees, and the buyout schedule are set out on our Free Website page and in your Proposal or order confirmation, which prevail in the event of any inconsistency.

The Free Website (Website-as-a-Service). Under the Free Website model we design and build a website for you with no upfront build fee. In return, you subscribe to a monthly or annual Care Plan covering hosting, SSL, backups, security updates, monitoring, support, and a set allowance of managed content edits. The build (with an indicative value stated in the Proposal) is waived only for as long as your subscription remains active.

Term, billing and cancellation.

• Each Care Plan has an initial minimum term (currently 12 months) starting on launch or first invoice, after which it continues monthly until cancelled.
• Fees are billed in advance, monthly or annually as selected. Annual plans may include a discount as stated on the Free Website page.
• After the initial term you may cancel with one month's notice, effective at the end of the then-current billing period. Paid fees are non-refundable.
• Section 5 (Payment Terms) applies to all Care Plan and add-on invoices, including interest and suspension for non-payment.

Ownership, licence and the Platform.

• Your domain name and all content you provide, or that we publish on your behalf, remain yours at all times.
• The website's underlying code, templates, and Platform are our proprietary property and are licensed to you on a non-exclusive, non-transferable basis for the duration of your subscription. This licence ends when your subscription ends, unless you complete a buyout.
• The intellectual-property assignment provisions of Section 6 do not apply to Free Website / Care Plan deliverables, which are licensed rather than assigned.

Managed edits and fair use.Each plan includes a stated number of managed edits per month (or “unlimited reasonable” edits on higher tiers). “Unlimited reasonable” covers ordinary content and minor design changes; it excludes new features, redesigns, or development work, which we quote separately. Unused monthly edits do not roll over.

Add-on modules. You may attach add-on modules (such as a webshop, CRM, booking, or custom integrations) to any plan. We build each module with no upfront fee; the corresponding monthly add-on fee is added to your subscription. You may cancel an individual module on the same notice basis as the plan, and the related functionality is then removed.

Buyout and early exit.

• You may buy out your website at any time and have it transferred to you. The Buyout Fee starts at the indicative build value and reduces over your subscription, reaching €0 after 36 continuous months subscribed, as set out on the Free Website page.
• If you cancel a Care Plan during the initial minimum term, the then-applicable Buyout Fee (or the remaining minimum-term fees, as your Proposal specifies) becomes payable.
• On completing a buyout we assign the bespoke elements of the site to you in line with Section 6 and hand over an exportable version. Our Background IP and Platform components remain licensed as described in Section 6.

Suspension and end of subscription.If your subscription ends without a buyout, the licence to the website terminates and we may take the site offline. On request we will transfer your domain and provide a reasonable export of your content. We are not obliged to provide the site's proprietary code or Platform after the licence ends.

“Own It” one-time purchase. As an alternative to a Care Plan, you may commission a website for a one-time fee. On full payment, the assignment terms of Section 6 apply to the bespoke Deliverables. Optional managed hosting, SSL, and domain are available for a separate recurring fee, or we can set these up in your name with you paying the provider directly. Subsequent changes are charged on a pay-as-you-go basis or via prepaid support credits as stated in your Proposal; credits are valid as stated and are non-refundable once purchased.

Design-only prototype. You may purchase a design-only coded prototype for a one-time fee, licensed for your own use and further development. A prototype is a responsive front-end representation of the design only — it is not a finished, production-ready website and excludes any CMS, forms, integrations, and hosting, as well as the warranties in Section 8 that relate to production Deliverables. Background IP within the prototype remains licensed under Section 6.

4. Proposals and Amendments

All Proposals are valid for 30 days from the date of issue unless otherwise stated. A Proposal does not constitute a binding offer until accepted in writing by you and confirmed by us.

Any changes to the agreed scope must be documented in a written change order signed by both parties. Verbal agreements, emails, or instant messages do not constitute scope changes unless formalised in a change order.

Scope changes may result in adjustments to the project timeline and fees, which will be agreed upon in writing before work commences on the amended scope.

5. Payment Terms

Unless otherwise specified in the Proposal:

• A deposit of 50% of the total project fee is due upon signing the Agreement, before any work commences.
• Remaining payments are invoiced per milestone as defined in the Proposal.
• All invoices are due within 14 calendar days of the invoice date.
• Overdue invoices accrue interest at a rate of 1.5% per month (or the maximum rate permitted by Dutch law, whichever is lower) from the due date until paid in full.
• We reserve the right to suspend work on any project where an invoice remains unpaid beyond 21 days.

All prices are exclusive of VAT (BTW) unless otherwise stated. Where applicable, VAT will be added to invoices at the rate prevailing at the time of invoicing.

Deposits are non-refundable once work has commenced. If we terminate the engagement without cause, we will refund any fees paid for work not yet delivered.

6. Intellectual Property

Upon receipt of full payment for all invoices relating to a project, Nexus Labs assigns to you all intellectual property rights in the Deliverables specifically created for you under the Agreement, to the extent such rights are assignable under applicable law.

Notwithstanding the above, Nexus Labs retains ownership of:

• All pre-existing intellectual property, tools, frameworks, libraries, and methodologies developed independently of the Agreement (“Background IP”).
• Any general-purpose code, components, or know-how that are not specific to your project.

We grant you a perpetual, royalty-free, non-exclusive licence to use any Background IP incorporated into the Deliverables, solely to the extent necessary to use and operate those Deliverables.

You grant us a non-exclusive licence to feature the Deliverables (including screenshots, project descriptions, and your name/logo) in our portfolio and marketing materials, unless you notify us in writing within 14 days of project completion that you object to such use.

7. Confidentiality

Both parties agree to keep Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or as necessary to perform the Services (e.g., sharing with sub-contractors under equivalent confidentiality obligations).

This obligation survives termination of the Agreement for a period of 3 years. It does not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; or (c) is independently developed without use of the Confidential Information.

8. Warranties and Representations

Nexus Labs warrants that:

• Services will be performed with reasonable skill, care, and diligence.
• Deliverables will substantially conform to the agreed specifications for 30 days after delivery (“Warranty Period”). During this period we will remedy any material defects at no additional charge.
• To the best of our knowledge, Deliverables created by us will not infringe any third-party intellectual property rights.

Except as expressly stated in these Terms, all warranties, conditions, and representations — whether express, implied, or statutory — are excluded to the fullest extent permitted by law. In particular, we make no warranty that Deliverables will be error-free, uninterrupted, or fit for any particular purpose beyond the agreed specifications.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total aggregate liability to you arising out of or in connection with any Agreement (whether in contract, tort, statutory duty, or otherwise) shall not exceed the total fees actually paid by you to us under that Agreement in the 12 months preceding the event giving rise to the claim.
• We shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by law.

10. Client Responsibilities

You agree to:

• Provide timely feedback, materials, approvals, and access necessary for us to perform the Services.
• Ensure that any content, data, or materials you supply do not infringe any third-party rights and comply with applicable law.
• Designate a primary point of contact who has authority to make decisions on your behalf.

We shall not be liable for delays or deficiencies caused by your failure to fulfil these responsibilities. Project timelines may be extended proportionally to account for client-caused delays.

11. Acceptable Use

You agree not to use the Site or our Services to:

• Develop or deploy software intended to harm, defraud, or deceive others.
• Violate any applicable law or regulation.
• Infringe the rights of any third party.
• Transmit malicious code, spam, or unauthorised advertising.
• Attempt to gain unauthorised access to any system or network.

Breach of this clause entitles us to terminate the Agreement immediately and retain all fees paid.

12. Termination

Either party may terminate an Agreement upon 14 days' written notice if the other party materially breaches the Agreement and fails to remedy the breach within that notice period.

Upon termination:

• You will pay for all work completed up to the termination date, prorated if necessary.
• Each party will return or destroy the other's Confidential Information.
• Sections 3, 6, 7, 9, 12, 13, and 14 survive termination.

13. Force Majeure

Neither party shall be in breach of the Agreement for any delay or failure caused by events beyond their reasonable control, including but not limited to: acts of God, natural disasters, war, civil unrest, government action, power outages, internet disruptions, or pandemic. The affected party shall notify the other promptly and the parties shall cooperate in good faith to mitigate the impact.

14. Governing Law and Dispute Resolution

These Terms and any Agreement are governed by the laws of the Netherlands, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms or an Agreement that cannot be resolved amicably within 30 days of written notice shall be submitted to the exclusive jurisdiction of the courts of Alkmaar, the Netherlands.

15. Consumers: Right of Withdrawal & Statutory Rights

This Section applies only where you engage us as a consumer — a natural person acting wholly or mainly outside your trade, business, craft, or profession. Where any mandatory consumer-protection law conflicts with these Terms, that law prevails and the following clauses are read accordingly.

Right of withdrawal. For contracts concluded at a distance (for example, online or by email), you have the right to withdraw within 14 days of entering the contract, without giving any reason. To exercise it, notify us within that period by an unequivocal statement — for example, an email to jp@nexusinnovationlabs.nl.

Services started during the withdrawal period. If you expressly ask us to begin work (such as your free preview, design, or build) before the 14-day period ends, you agree that: (a) you may still withdraw, but you must pay a proportionate amount for what we have provided up to the moment you withdraw; and (b) you lose the right of withdrawal once the service has been fully performed with your prior express consent.

Statutory conformity rights. Nothing in these Terms affects your non-waivable statutory rights as a consumer, including rights relating to services not performed with reasonable care and skill, or deliverables that do not conform to the contract.

Minimum terms. Any initial minimum term and early-exit or buyout fees set out in Section 3 apply to consumers only to the extent permitted by mandatory consumer law.

16. Miscellaneous

• Entire agreement: These Terms, together with any signed Proposal, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
• Assignment: You may not assign your rights or obligations under an Agreement without our prior written consent. We may assign our obligations to a successor entity in the event of a merger or acquisition.
• No agency: Nothing in these Terms creates a partnership, agency, employment, or franchise relationship between the parties.

17. Changes to These Terms

We may update these Terms from time to time. The “Last updated” date at the top reflects the latest revision. Changes do not retroactively affect Agreements already in force at the time of the change.

18. Contact

For questions about these Terms, please contact us:

Nexus Innovation Labs
Alkmaar, The Netherlands
jp@nexusinnovationlabs.nl

Annex A — Model Withdrawal Form

You may use this form to exercise your right of withdrawal under Section 15, though you are not obliged to. Complete and return it only if you wish to withdraw from the contract.