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.dev (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.

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 reserve the right to decline or discontinue any engagement at our discretion, subject to the refund obligations set out in Section 4.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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 5, 6, 8, 11, 12, and 13 survive termination.

12. 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.

13. 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 Amsterdam, the Netherlands.

14. 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.

15. 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.

16. Contact

For questions about these Terms, please contact us:

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