Terms of Service

Agreement

These Terms form a binding agreement between you (or the company you represent) and NEXVRA ("NEXVRA", "we", "us"). By using nexvraw.com, submitting an enquiry, or engaging us, you accept them. If you accept on behalf of a company you confirm authority to bind it, and "you" means that company. If you do not accept these Terms, do not use the site or our services.

What we provide

NEXVRA provides software engineering services including platform and API engineering, data and AI infrastructure, systems modernisation, technical audits, and ongoing maintenance and support.

We are an independent contractor. Nothing here creates a partnership, joint venture, employment relationship or agency, and neither party may bind the other.

Nothing on this website is an offer capable of acceptance. Published prices and estimator output are indicative; the price for your project is the one in your scope document.

How an engagement begins

1. Enquiry — you describe the problem.
2. Mapping — we read the system and produce a written scope document setting out deliverables, exclusions, architecture, assumptions, milestones, timeline and price.
3. Acceptance — the engagement begins when you accept that document in writing (email suffices) and the first invoice is paid. Until both occur, no work is scheduled and neither party is committed.

Changes to scope

Requirements change; that is normal. Anything that adds to, removes from, or materially alters agreed scope is handled as a change order: we state cost and schedule impact in writing and work proceeds only once you approve.

We will not perform out-of-scope work and invoice for it afterwards. Equally we cannot absorb material additions inside a fixed price. Small clarifications during a cycle are normal delivery and are not charged.

Your responsibilities

Delivery depends on you as much as on us. You agree to:

• provide accurate information, access, content and credentials we reasonably need;
• give feedback and approvals within five business days unless otherwise agreed;
• nominate a single decision-maker empowered to approve work;
• hold valid licences for content, code, data or trademarks you supply;
• obtain consents required for any personal data you ask us to process.

Where delay is caused by you, timelines shift and we may adjust fees to reflect rescheduling a reserved team. If an engagement is inactive on your side for more than 30 consecutive days we may suspend it, invoice work completed, and require rescheduling to resume.

Fees and payment

• All fees in US dollars, exclusive of taxes, duties, third-party licences, cloud usage and other pass-through costs, which are estimated in your scope document and passed on at cost.
• Builds bill in milestones against agreed deliverables. Audits are a single fixed fee. Squads bill monthly in advance. Hourly work bills monthly in arrears.
• Invoices are payable within 14 days unless stated otherwise.
• Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law if lower.
• If an invoice is more than 14 days overdue we may suspend work and withhold deliverables after written notice and a further seven days.
• Card payments may carry the processor's fee. Bank transfer fees are borne by the paying party.

Disputing an invoice in good faith? Tell us in writing within 10 days with reasons. We will not suspend work over the disputed portion while it is resolved; undisputed amounts remain payable. Refunds and cancellations are governed by our Refund Policy, which forms part of these Terms.

Intellectual property

What transfers to you

On receipt of full payment, NEXVRA assigns to you all right, title and interest in deliverables created specifically for you under that engagement — source code, infrastructure definitions, designs, documentation and configuration. Worldwide, perpetual, irrevocable.

What we retain

We keep ownership of pre-existing intellectual property: internal libraries, tooling, boilerplate, methodologies and generic know-how developed before or independently of your engagement ("Background IP"). Where Background IP is incorporated into your deliverables you receive a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify and distribute it as part of those deliverables. You may not extract it and licence it as a standalone product.

Third-party and open-source components

Deliverables may include components under their own licences. We identify material components and their licences in handover documentation. Those are not ours to assign and your use is governed by their terms.

Before full payment

Until an engagement is paid in full, deliverables remain our property and you hold a revocable licence for review and testing only, not production use.

Your materials

You retain ownership of everything you supply. You grant us a limited licence to use it solely to perform the engagement.

Portfolio

Unless you tell us otherwise in writing we may name you as a client and describe non-confidential work. We never publish source code, confidential information or client data. Withdraw permission any time at legal@nexvraw.com.

Confidentiality

Each party may receive non-public information from the other. Both agree to keep it confidential, use it only for the engagement, protect it with at least reasonable care, and limit access to personnel who need it and are under equivalent obligations.

This does not apply to information that is or becomes public through no fault of the receiver, was already known without a duty of confidence, is independently developed, or is lawfully obtained from a third party. Disclosure compelled by law is permitted with prompt notice where legally allowed.

Obligations survive five years after the engagement ends, and indefinitely for trade secrets and personal data.

Data protection

Where we process personal data on your behalf you are controller and we are processor. For engagements subject to the GDPR, UK GDPR or comparable law the parties enter a data processing addendum covering subject matter, duration, security measures, sub-processors, assistance with data subject requests, breach notification, and deletion or return on termination.

Our handling of your own contact and business information is described in our Privacy Policy.

Acceptable use

Use of this site and our services is subject to our Acceptable Use Policy, which forms part of these Terms. We may decline or terminate any engagement requiring us to build or support something within its prohibitions, without liability beyond refunding fees for work not yet performed.

Warranties

What we warrant

• Services performed in a professional and workmanlike manner consistent with generally accepted industry standards.
• Deliverables will materially conform to the scope document for 90 days after acceptance. Report a non-conformity in writing within that period and we correct it at no charge. This is your exclusive remedy for a warranty claim.
• To our knowledge, deliverables we create do not infringe third-party intellectual property rights.

What we do not warrant

The warranty excludes defects arising from your modifications, misuse, third-party software or services, changes in third-party APIs or platform policies, hosting environments outside our control, or failure to apply updates we recommended.

Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, data, goodwill or business opportunity, in contract, tort or otherwise, even if advised of the possibility.
• NEXVRA's total aggregate liability arising out of or relating to these Terms or any engagement will not exceed the total fees you actually paid for the engagement giving rise to the claim in the twelve months preceding the event.
• Any claim must be brought within one year of the cause of action arising, or it is permanently barred.

These limits do not apply to breach of confidentiality obligations, our indemnification obligations below, your obligation to pay fees due, or liability that cannot be limited by law — including fraud, gross negligence, wilful misconduct, and death or personal injury caused by negligence.

You acknowledge the fees reflect this allocation of risk and that we would not provide services on these commercial terms without it.

Indemnification

By NEXVRA. We defend you against third-party claims that deliverables we created infringe intellectual property rights, and pay damages finally awarded or agreed, provided you notify us promptly, give us sole control of the defence, and cooperate reasonably. If a deliverable is held to infringe we may procure the right to continue using it, modify it to be non-infringing, or refund the fees paid for it. This excludes claims arising from your materials, your modifications, or combination with anything we did not supply.

By you. You defend and indemnify us against third-party claims arising from your materials, your use of deliverables, your breach of these Terms, or your violation of law.

Term and termination

• For convenience. Either party may terminate an engagement on 30 days' written notice. You remain liable for work performed and costs committed to that date, plus non-cancellable third-party commitments made on your instruction.
• For cause. Either party may terminate immediately on material breach uncured within 15 days of written notice, or on insolvency, administration or cessation of business.
• Squads. Monthly engagements may be cancelled on 30 days' written notice effective at the end of the notice period. Fees for the current period are not refundable and the services are delivered for that period.

On termination we invoice work performed, deliver work product you have paid for, and — on request, once amounts due are settled — provide reasonable transition assistance at our standard hourly rate.

Provisions on payment, intellectual property, confidentiality, warranties, liability, indemnification and governing law survive termination.

Force majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, government action, labour disputes, failures of internet or telecommunications infrastructure, and outages of third-party cloud providers. The affected party gives prompt notice and uses reasonable efforts to resume. If such an event continues beyond 60 days, either party may terminate the affected engagement without liability beyond amounts due for work performed.

Website use

All content on nexvraw.com — text, design, graphics, code and marks — is owned by NEXVRA or licensed to us and protected by copyright and trademark law. You may view and print pages for your own business evaluation. You may not copy, republish, scrape, or use our content for machine-learning training or commercial purposes without written permission.

You agree not to attempt unauthorised access to this site or its infrastructure, interfere with its operation, or use automated means to place unreasonable load on it. Security researchers acting in good faith should contact legal@nexvraw.com before testing; we will not pursue action against researchers following responsible-disclosure practice who do not access, modify or exfiltrate data.

Governing law and disputes

These Terms and any dispute arising from them are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

Escalation first. Before formal proceedings, the parties will attempt resolution in good faith through direct discussion between senior representatives for at least 30 days after written notice of the dispute.

Failing that, the parties submit to the exclusive jurisdiction of the state and federal courts located in Wyoming, each waiving any objection to venue. Either party may seek injunctive relief in any competent court to protect intellectual property or confidential information.

Class action waiver. To the extent permitted by law, disputes are brought individually and not as a plaintiff or class member in any purported class or representative proceeding.

Nothing here removes any right you hold as a consumer under the mandatory law of your country of residence.

General

• Entire agreement. These Terms, the Refund Policy, Acceptable Use Policy, Privacy Policy and your signed scope document form the entire agreement and supersede prior discussions.
• Precedence. On conflict: signed engagement agreement, then scope document, then these Terms.
• Severability. An unenforceable provision is modified to the minimum extent necessary; the remainder stays in force.
• No waiver. Failure to enforce is not a waiver of later enforcement.
• Assignment. Neither party may assign without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• Notices. Legal notices to legal@nexvraw.com and NEXVRA, 30 N Gould St, Ste R, Sheridan, WY 82801, United States. Notices to you go to the email on your account.
• Non-solicitation. During an engagement and for 12 months after, neither party will knowingly solicit for employment any individual directly involved, without written consent. General advertising not targeted at those individuals is permitted.
• Changes. Material changes affecting an active engagement take effect 30 days after email notice; changes affecting website use take effect on publication. Your engagement stays governed by the version in force when your scope document was accepted.

Contact

legal@nexvraw.com

NEXVRA
30 N Gould St, Ste R, Sheridan, WY 82801, United States

Last updated September 10, 2026. NEXVRA may revise this document; the version at nexvraw.com/terms/ is always the one in force. Material changes affecting active engagements are notified by email at least 30 days before taking effect.

Questions: legal@nexvraw.com