Terms of Service

1.1 Parties

These terms are between you and not yet confirmed: the registered legal entity name (“WebNuvexa”, “we”, “us”), established in not yet confirmed: the country of establishment under registration number not yet confirmed: the company registration number, tax identification number not yet confirmed: the tax or VAT identification number, registered at not yet confirmed: the registered address.

Where we contract with an agency or a reseller who is contracting for their own clients, the end client is their customer and not ours. We are not responsible for their commitments to their clients, and they are not authorised to make commitments on our behalf.

1.2 What forms the contract

A contract between us is formed when we sign a statement of work that both parties have accepted, or when you accept our written proposal and we confirm it in writing. Before that, nothing on this website — no quote, no estimate, no case study, no email expression of interest, no price shown on a page — is an offer capable of acceptance, and nothing on this website is subject to these terms unless those terms are expressly incorporated.

Reading this site, sending us an enquiry, or requesting a quote does not make you a client and does not oblige either of us to do anything.

1.3 Acceptance

By signing a statement of work, or by instructing us to begin work, you accept these terms. If you do not accept them, do not instruct us to start: we will decline the instruction rather than proceed without agreement.

If you are accepting these terms as an individual for a purely personal or household purpose, mandatory consumer protection law in your country of residence still applies to you and nothing in these terms takes it away. not yet confirmed: consumer law carve-out wording

1.4 Changes during an engagement

These terms apply as written from the date of signature. We may propose changes to an in-flight engagement; a change to these terms never applies retroactively to work already under way unless you agree to it in writing. See section 12.

2.1 Estimates and quotes are not fixed prices

Any figure we give before a statement of work is signed is an estimate. An estimate is our current best assessment of effort based on what we have been told and what we can see. It is not a quotation of a fixed price, not a ceiling, and not a guarantee that the work can be delivered for that amount.

The main reasons an estimate moves are ordinary and predictable ones: the requirement was underspecified at the time; the underlying system is older or more tangled than we were told; an integration or data source behaves differently in practice than in the documentation; a third-party API changes or prices things differently; a platform introduces a new requirement. We will tell you when we discover one, not at the end.

Estimates are valid for the period stated on them. After that we may re-estimate.

2.2 What a fixed-price statement of work actually fixes

Once a statement of work is signed, the price is fixed for the scope written in that document. “Fixed price” means fixed for that scope, not fixed for anything the scope did not mention. A statement of work should therefore be specific about deliverables, what is expressly excluded, the assumptions it rests on, and what happens when an assumption turns out to be wrong.

2.3 Change control

Anything not described in the signed statement of work is out of scope. If you want it, we will quote for it as a change. There are three routes, and we will tell you which we recommend:

1. Absorbed. We do it inside the fixed price because it is genuinely within the spirit of the agreed scope. We do not silently downgrade the original deliverable to pay for it.
2. Change order. A written addition to the statement of work with a price and, where it affects delivery, a revised date. Signed by both parties before the work starts. We do not begin change-order work on a verbal instruction and hope it is agreed later.
3. New work. A separate proposal and statement of work, for anything large enough to deserve its own agreement.

If you send us work in a channel that only engineers can see — a direct message to an individual, a comment in a shared repository with no prior agreement — that is not a change order. We will raise it with you and price it properly, and until it is agreed we are not obliged to do it.

2.4 Timeframes

Dates and durations in a statement of work are estimates of effort, computed from when we receive what we need to start and from when you give feedback. They are not guaranteed completion dates. Timeframes move when the schedule depends on a third party we do not control: an approval, a decision, content, access to a system, a vendor, or a regulatory change. We will flag a slipping date as soon as we see it, with the reason and a revised estimate, rather than letting it slip quietly.

3.1 Information and access

To do the work, we need from you, by the dates agreed:

• A single named point of contact who is authorised to make decisions and to give sign-off.
• Access to the systems in scope, in the environment named in the statement of work, with the minimum necessary permissions. Please do not ask us to work in production.
• Existing documentation, credentials, API keys, design files, repositories and licences.
• Any third-party material you want us to use, with your confirmation that you are entitled to license it to us for this purpose.

Where access is withheld, incomplete, or granted later, the schedule moves by at least the length of the delay, and we reserve the right to re-estimate if the work cannot be started at all.

3.2 Feedback and decisions

Review turnaround is part of the schedule. Where the statement of work names a review window — for example “five working days” — a deliverable is deemed accepted at the end of that window if we have not received consolidated written feedback. Silence is acceptance only where the statement of work says so; it is not a substitute for a decision we need from you, and we will chase you rather than assume.

Please consolidate feedback. Ten conflicting comments from six people is not a decision, and we will ask you which one governs before we start work.

3.3 Lawful material and lawful use

You confirm that you hold the rights necessary for us to use the material you supply — content, images, fonts, code, data and personal data — and that using it as instructed will not infringe anyone’s rights or break any law or third-party agreement. If you ask us to build something unlawful, or to infringe someone, we will decline, and we may terminate. See the Acceptable Use Policy for the detail on both sides.

3.4 Your own systems, data and backups

Except where a statement of work explicitly puts a named operation on us, the operation, security, backup and recovery of your own systems, data and credentials remains yours. We strongly recommend you keep your own backups of anything you cannot afford to lose, independently of anything we do. We are not responsible for data you deleted, or for data that existed only on a machine we never had access to.

3.5 Third-party costs and dependencies

Where the work depends on a third-party service — a cloud provider, a payment gateway, a model provider, an app store, a domain registrar, an ad platform — its availability, pricing and behaviour are outside our control. Third-party charges are paid by you directly unless the statement of work says otherwise. Where a dependency is named in the statement of work as a client responsibility, we are not liable for consequences of it being unavailable, withdrawn or changed.

4.1 Payment structure

The payment structure for each engagement is set out in its statement of work. The usual structure is not yet confirmed: deposit or milestone structure. Where work is not fixed-price — time and materials, retainer, or a support plan — the statement of work says so and sets out the rates, the tracking method and the reporting cadence.

4.2 Invoices and payment terms

Invoices are issued on the schedule in the statement of work and are payable within [INVOICE TERMS, DUE DAYS, LATE FEE]. Work may be paused where an invoice is more than not yet confirmed: late payment pause threshold days overdue, after written notice. Late payment may also accrue interest at the maximum rate permitted by law, or a fixed administrative charge, whichever the statement of work specifies.

You are responsible for your own bank charges and for any withholding tax required by law. Where a deduction is required, gross-up is handled as set out in the statement of work. Our fees are exclusive of value-added, sales or equivalent taxes, which are added at the prevailing rate where we are required to charge them. We will provide a valid tax invoice on request.

4.3 Expenses

Reasonable, pre-approved out-of-pocket expenses — travel, subsistence, third-party licences, registry and filing fees, paid tooling required for the engagement — are charged at cost where the statement of work says so, with receipts. Expenses that were not pre-approved are not chargeable.

4.4 Disputes about invoices

If you dispute an invoice, tell us in writing within not yet confirmed: invoice dispute window and pay the undisputed portion on time. We will investigate and either issue a credit or explain the position within not yet confirmed: invoice dispute response window. A dispute does not entitle either party to withhold everything indefinitely.

5.1 Your materials stay yours

Everything you give us — your brand, code, content, data, designs, documentation, domain names — remains your property. You grant us a non-exclusive, worldwide licence to use it only for the purpose of performing the engagement, for as long as it takes to do that and to keep the delivered system working. We will not use your material to train a general-purpose model, to build a generic product for someone else, or to publish a case study, without your specific written permission.

5.2 We transfer the work product to you on full payment

Subject to full payment of all amounts due under the statement of work, and subject to 5.4, ownership of the bespoke work product created specifically for you — your custom source code, your designs, your documentation, your project-specific configuration — transfers to you on payment. Before full payment we hold that work product, and you hold a licence to use it for your internal evaluation only.

“Bespoke work product” means the thing we made for you. It does not mean our methods, our tools, our libraries, our internal starters, our prompt and test suites, our CI templates, our documentation habits, or anything reusable that we created independently of your engagement and that contains none of your confidential information.

5.3 Background intellectual property, and the licence it needs

We retain ownership of our pre-existing and independently developed material (“our background IP”): tools, libraries, frameworks, boilerplate, internal utilities, know-how, techniques and anything generic enough to be useful to another client.

Where any of our background IP is embedded in, or is required to operate, the work product we transfer to you, we grant you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, copy, modify and distribute that background IP as part of the work product. You may not resell the background IP on its own or extract it to build a competing product.

We will not include your confidential information in anything we retain. Know-how that we can cleanly describe without disclosing your information remains ours; we will not claim ownership of your specific solution to your specific problem.

5.4 Third-party and open-source components

Any third-party or open-source component included in or required by the work product — frameworks, libraries, fonts, icons, images, templates, plugins, SDKs, model weights — is and remains governed by its own licence, not by these terms and not by any assignment we make. Our assignment in 5.2 does not override those licences, and nothing here grants you rights that an upstream licence does not grant.

Both parties must respect the licences they are given:

• Permissive licences (MIT, BSD, Apache-2.0 and similar) generally allow commercial use with attribution. The attribution and licence-notice requirements continue to apply to you.
• Copyleft licences (GPL, AGPL, LGPL and similar) impose obligations on how derived works are distributed. Where the use of a copyleft component would oblige us to release source you paid for, we will tell you before we use it and recommend an alternative.
• Non-commercial, evaluation and trial licences and usage-restricted terms of hosted services are not fit for client delivery and will not be introduced without your explicit agreement.
• Asset licences for fonts, icons, photography and stock media typically restrict redistribution. Where the deliverable requires them, the statement of work should say whether the licence is project-scoped, transferable, or must be re-licensed by you for wider use.

The authoritative record of what is in a delivery, and under which licence, is the third-party component schedule produced for that engagement — not yet confirmed: third-party component schedule — together with the dependency manifest in the delivered repository. Where your requirements demand a specific licence, say so in the statement of work; we will not ship a dependency whose licence conflicts with it.

5.5 Portfolio rights, and how to be removed

We would like to describe engagements we are proud of. That is optional and it belongs to you. No project appears in our portfolio, case studies or marketing — in any form, anonymised or not — unless you have given written permission naming what may be shown. You may withdraw that permission at any time and we will remove the material, stop using your name and logo, and confirm removal to you in writing. Withdrawal does not oblige us to retract something already published in a way we cannot undo, but we will stop all onward use.

We also do not invent endorsement. Where we describe an engagement, we describe what happened; we do not imply a testimonial, a review or an approval that nobody gave.

5.6 Moral rights

Where the law allows it to be waived or consented to, and to the fullest extent permitted by applicable law, you consent to acts by us and our personnel that would otherwise infringe moral rights in the work product. Where moral rights cannot be waived, you agree not to assert them against us in relation to the licensed use of the work product.

6.1 The obligation

Each party will keep the other’s confidential information confidential, use it only for the purpose of the engagement, and protect it with at least the care it applies to its own confidential information and in no case less than reasonable care. Confidential information is anything marked confidential, anything that a reasonable person would understand to be confidential, and your pricing, your customer data, your roadmap, your credentials and your unreleased product.

6.2 Exclusions

This obligation does not apply to information that:

• is or becomes public through no breach of this agreement;
• was lawfully in the receiving party’s possession before disclosure;
• is lawfully received from a third party who owed no duty of confidence;
• is independently developed without use of or reference to the disclosing party’s information.

If we are required by law or by a regulator to disclose confidential information, we will disclose only what is required and, where it is lawful to do so, tell you beforehand so you can take protective action.

6.3 Duration and return

These obligations survive termination of the engagement and continue for as long as the information remains confidential — and for trade secrets, for as long as they remain trade secrets under applicable law. On termination, on your written request, each party will return or securely delete the other’s confidential information, except for copies retained by law or retained in routine backups, which remain protected under this section.

7.1 We warrant

• Authority. We have the right to enter into the engagement and to grant the licences in section 5.
• Conformity. The work product will materially conform to the acceptance criteria in the statement of work for not yet confirmed: warranty period following acceptance or delivery, whichever the statement of work specifies.
• Originality. The bespoke work product is our original work or properly licensed, and to our knowledge does not infringe a third party’s intellectual property rights. See section 9 for what happens if that turns out to be wrong.
• Care. We will perform the work with the skill and care reasonably expected of a competent provider of the same kind of service, and in accordance with applicable law.
• Security of our own processing. We will apply appropriate technical and organisational measures to protect personal data we process as part of the engagement. See the Privacy Policy.

7.2 Remedy for a defect

If the work product fails to conform during the warranty period, tell us in writing with enough detail for us to reproduce the failure. We will, at our option and without additional charge, correct or re-perform the non-conforming part. If we cannot correct it within a reasonable period, we will either re-perform or, where the defect materially defeats the purpose of the deliverable, refund the fees paid for the affected deliverable. This is your exclusive remedy for non-conformity and it does not exclude any other remedy you may have under a consumer contract.

7.3 You warrant

• That you have the authority to instruct us and to enter into this engagement.
• That material you supply is yours to license to us, and that using it as instructed will not infringe anyone’s rights.
• That information you give us is accurate and not misleading in any material respect.
• That you will use anything we deliver in compliance with applicable law, including any licence terms in section 5.4.

7.4 What we do not warrant

Unless the statement of work says so expressly, we give no warranty that:

• The work will produce any particular commercial outcome — revenue, rankings, traffic, conversion rate, funding, or an investment decision. This is set out at length in the Legal Disclaimer.
• The work will be uninterrupted or error-free, or that defects will be found before they reach your users.
• Third-party platforms will approve, rank, feature or continue to carry your product. Their decisions are theirs to make.
• Content on this website, or material published to the web generally, is free of error, current, or fit for a particular purpose.
• Your use of the work product will comply with the law of every jurisdiction in which you operate it. Compliance in regulated sectors — financial services, healthcare, gambling, credit, employment, children’s services — requires your own legal advice and is not something we can warrant on your behalf.

8.1 No liability for indirect loss

Subject to 8.3, neither party is liable to the other for any indirect or consequential loss, or any loss of profit, revenue, anticipated savings, goodwill, business opportunity, anticipated saving, market share, or of data, whether direct or indirect, in each case whether arising in contract, tort (including negligence), statute or otherwise, and even if that loss was foreseeable or was advised as a possibility.

Loss of profit is not the only thing excluded. Data loss, business interruption, wasted expenditure and reputational damage are excluded too, whether or not a court would otherwise call them direct.

8.2 Aggregate cap

Subject to 8.3, each party’s total aggregate liability arising out of or in connection with the engagement is limited to not yet confirmed: liability cap basis.

“Arising out of or in connection with the engagement” covers the statement of work and everything done under it. It is not reset by a new statement of work for work that is part of the same overall engagement.

8.3 Nothing here excludes liability that cannot lawfully be excluded

Nothing in these terms excludes or limits our liability, or your liability, for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be excluded or limited under the applicable law, including in a consumer contract;
• any obligation assumed under a statement of work that expressly overrides this section.

Nothing in these terms limits your obligation to pay fees properly due under a statement of work.

8.4 Reasonableness

The exclusions and cap in this section apply only to the extent that they are reasonable and enforceable. They reflect the fact that our fees are modest relative to the potential downside of a technology engagement, and that the allocation of risk in 8.1 to 8.3 is a core part of what you are paying for. If a court or regulator finds that a cap is not reasonable in the circumstances, the cap will be read down to the extent necessary to make it reasonable.

8.5 Insurance

We maintain professional indemnity insurance where commercially reasonable to do so for the nature of our work. Current details: not yet confirmed: professional indemnity insurer and policy reference. Insurance does not limit our liability to you; it is a backstop, not a cap.

9.1 Our indemnity for infringement

We will defend you against a third-party claim that the bespoke work product as delivered infringes that third party’s intellectual property rights, and we will pay damages finally awarded or amounts agreed in settlement. This indemnity is conditional on you notifying us promptly, granting us control of the defence, and giving us the opportunity to modify, replace or refund the affected item.

It does not apply where the claim arises from your material, your modifications, your use in combination with something we did not supply, continued use after we have offered a fix, or a component identified in the third-party component schedule.

9.2 Your indemnity

You will defend and indemnify us against a third-party claim arising from material you supplied, from your use of the work product in breach of these terms or of a licence in section 5.4, or from your instructions to us.

10.1 Termination by either party for cause

Either party may terminate the engagement immediately on written notice if the other commits a material breach that it fails to remedy within not yet confirmed: cure period of being told what to fix, becomes insolvent, ceases to trade, or loses a licence it needs to perform. No cure period applies where the breach is not capable of remedy, or where delay would cause serious harm.

10.2 Termination for convenience

Where the engagement is a retainer, a support plan or other ongoing service, either party may terminate on not yet confirmed: notice period written notice. Where the engagement is a fixed-price project, we do not terminate for convenience mid-flight except where you ask us to: we will not leave a deliverable half finished and hand it over.

10.3 Effect of termination

• You pay for all work performed and all costs committed up to the termination date, at the rates in the statement of work. not yet confirmed: cancellation or kill fee
• We hand over the work product completed and paid for at the termination date, in the state it is in, with a written statement of its condition and any known limitations. Where payment for a deliverable is outstanding, ownership of it does not transfer until that is settled, as set out in 5.2.
• In-progress work is handed over in an intelligible state, not tidied up or completed at our expense.
• Licences you already hold in our background IP survive, because they are perpetual and irrevocable.
• Confidentiality obligations survive. So do section 8, section 9, section 11 and this section.
• We will, on request and at cost, return or securely delete your confidential information and personal data, except where retention is required by law.

10.4 Suspension

We may suspend work, without terminating, where an invoice is overdue beyond not yet confirmed: late payment pause threshold, where waiting on you has made the schedule meaningless, or where we need to protect the site, our systems or a third party from a security or legal risk. We will tell you why and what would let work resume.

10.5 Termination for unacceptable use

We may suspend or terminate immediately, without notice and without refund, where you breach the Acceptable Use Policy in a way that harms us, our systems, our personnel or a third party.

11.1 Governing law

These terms, and any non-contractual obligation arising out of or in connection with them, are governed by the laws of not yet confirmed: the governing law jurisdiction, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Jurisdiction

The courts of not yet confirmed: venue or courts have exclusive jurisdiction to settle any dispute arising out of or in connection with these terms. Either party may seek urgent injunctive or protective relief in any court of competent jurisdiction, including where the subject matter is in another country.

11.3 Try it before you litigate

Before starting proceedings, both parties agree to escalate the matter to a senior decision-maker on each side for at least not yet confirmed: escalation period days, and to attempt in good faith to settle the disagreement commercially. This does not prevent either party from seeking urgent relief, or from taking steps to protect intellectual property, confidential information or personal data. It does not prevent either party from commencing proceedings at the end of that period.

11.4 Consumer contracts

If you are a consumer dealing with us for a purely personal or household purpose, the law and courts that these terms select do not deprive you of the protection of mandatory consumer law in your country of residence, and you may bring proceedings in the courts of that country.

If you are outside not yet confirmed: the country of establishment and would prefer to resolve a dispute in your own country, say so and we will discuss it. We would rather settle a genuine misunderstanding than enforce a forum clause to win a technicality.

11.5 Notices

Formal notices under these terms must be in writing and sent to hello@webnuvexa.com and to the email address of the contact named in the statement of work. Email is sufficient for routine operational notices. Notice by email is deemed received on the next business day. A change of notice address must be notified to the other party in writing.

We may revise these terms from time to time. The “Last updated” date at the top of this page shows when that last happened. Revised terms apply to engagements formed on or after the date of revision. Work already under way continues to be governed by the version in force when its statement of work was signed, unless you and we agree otherwise in writing.

Where a revision materially reduces your rights or increases your obligations, we will give at least 30 days’ written notice to contacts we hold an address for, and you may terminate the affected engagement before the change takes effect without penalty.

Versions are not archived publicly. If you need the version that applied at a particular date, ask us and we will send it to you.

Contracting entity

• not yet confirmed: the registered legal entity name, established in not yet confirmed: the country of establishment
• Company registration number: not yet confirmed: the company registration number
• Tax identification number: not yet confirmed: the tax or VAT identification number
• Registered address: not yet confirmed: the registered address
• Notices: hello@webnuvexa.com
• Commercial enquiries: hello@webnuvexa.com
• Telephone: not yet confirmed: a contact phone number

Ask about these terms before you sign. If something here is unclear, or does not fit your project, we would rather have that conversation early than have it become a dispute later. Use the form below, or email us directly.

One thing we cannot do through a contact form is give legal advice. If you need advice on how these terms interact with your own obligations, involve a qualified lawyer in not yet confirmed: the governing law jurisdiction.