Effective date: 18 September 2025
Company: NEXOR TECH LTD (company number 16635147)
Registered address: OFFICE 6291, 58 Peregrine Road, Hainault, Ilford, Essex, IG6 3SZ, United Kingdom
Contact: Phone 447386291258 · Email nexortechltd@gmail.com
1 Introduction and application
1.1 These Terms of Service (the “Terms”) govern your access to and use of the websites, hosted platforms, software, services, deliverables, documentation and other materials provided by NEXOR TECH LTD (“NEXOR”, “we”, “us” or “our”).
1.2 These Terms apply to all users, customers, trial users and other persons who access or use NEXOR’s Services unless a separate written agreement signed by both parties expressly varies these Terms. Where a Statement of Work, Order Form, licence schedule, Master Services Agreement or other contract is executed between the parties, that contract supplements these Terms and, to the extent of any inconsistency, the specific contractual document will prevail.
1.3 By accessing, ordering, installing, using or otherwise interacting with any Service you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms you must not access or use the Services.
2 Definitions and interpretation
2.1 In these Terms the following expressions have the meanings given to them: “Agreement” means these Terms together with any applicable Order, SOW and ancillary documents; “Customer” means the person, company or organisation that purchases or uses the Services; “Deliverables” means the tangible or intangible results of Services to be delivered by NEXOR under an Agreement; “Licensed Product” means software or applications delivered under licence; “Services” means the products, services, software, hosting, consulting, support, platform access and other deliverables provided by NEXOR; “Acceptance Certificate” means a written act, document or electronic confirmation evidencing provisional acceptance of Deliverables by the Customer in the form specified in the applicable SOW; “Defect Notice” has the meaning given in clause 6.3.2; and “business days” means Monday to Friday excluding public holidays in England and Wales.
2.2 Headings are for convenience only and do not affect interpretation. References to clauses and subclauses are to clauses and subclauses of these Terms.
3 Services provided online and applicability to hosted delivery
3.1 Where applicable the Services and Deliverables described in this Agreement are provided by NEXOR over the internet via hosted platforms, customer portals, software-as-a-service offerings, managed hosting, APIs, mobile applications and related electronic distribution mechanisms. References in these Terms to “Services”, “Deliverables” and “use” include online access, hosted delivery, electronic transmission and temporary provisioning unless expressly stated otherwise.
3.2 The Customer acknowledges that online delivery may involve third-party infrastructure and networks beyond NEXOR’s direct control; NEXOR will use reasonable endeavours to ensure availability and continuity but cannot guarantee uninterrupted access. Where required, availability commitments may be set out in a separate service level agreement.
4 Orders, Statements of Work and commencement
4.1 The scope, acceptance criteria, deliverables, timelines, fees and any special conditions for Services shall be set out in an Order, SOW or other written document signed by authorised representatives of the parties. Each Order or SOW shall form part of the Agreement and be subject to these Terms.
4.2 Services shall commence on the date specified in the applicable Order or SOW or, if no date is specified, on the date of NEXOR’s written acceptance of the Order. NEXOR will use reasonable endeavours to meet any dates specified but time for delivery is not of the essence unless expressly stated.
5 Change control and variation
5.1 Any change to the scope, specification, features, deliverables, timelines or price shall be handled in accordance with a written change request procedure. A change request shall describe the proposed variation and detail any impact on price and schedule. No variation is binding until agreed in writing by authorised representatives of both parties.
5.2 Where the Customer requests changes that require additional work, NEXOR shall be entitled to charge additional fees and adjust delivery dates reasonably and in good faith.
6 Fees, invoicing, payment, full payment and transfer of ownership
6.1 Fees for Services are those set out in the applicable Order, SOW or price list. Unless otherwise stated amounts are exclusive of taxes, duties and bank charges which shall be payable by the Customer in addition to the invoiced amounts.
6.2 NEXOR may require up-front deposits, staged milestone payments or subscription prepayments as specified in the Order or SOW. Invoices are payable in cleared funds within the payment period specified on the invoice. Time for payment is of the essence.
6.3 Late payment entitles NEXOR, after written notice, to suspend provision of Services until overdue amounts are paid and to charge interest on overdue sums and recover reasonable debt-collection costs. NEXOR may also suspend or limit access to hosted Services where ongoing payment obligations are not met.
6.4 Full payment; transfer of ownership and title
6.4.1 Unless otherwise agreed in writing in the applicable Order or SOW, title and ownership of Deliverables, including any source files, layered assets or master files, shall remain with NEXOR until all amounts due in respect of such Deliverables have been paid in full. Any delivery of source materials prior to full payment shall be on a provisional basis and shall not constitute a transfer of title.
6.4.2 Where the parties expressly agree that Deliverables will be delivered prior to full payment, delivery shall not operate as a transfer of ownership and NEXOR reserves the right to suspend access or reclaim delivered materials until full payment is received.
6.4.3 The issuance of a final invoice following signature of an Acceptance Certificate shall be payable in accordance with the payment terms specified in the Order and may be a condition for transfer of title where so stated.
7 Delivery, acceptance, defect notice, remediation and acceptance certificate procedure
7.1 NEXOR shall deliver Deliverables in accordance with the milestones and acceptance criteria documented in the Order or SOW. Where no acceptance criteria are specified, NEXOR will demonstrate that the Deliverables materially conform to the agreed specification and the Customer shall have a reasonable period to test and review.
7.2 Acceptance Certificate; five-day Defect Notice period
7.2.1 Final acceptance of Deliverables shall be evidenced by the parties executing a written Acceptance Certificate or electronic record in the form described in the SOW. Execution of the Acceptance Certificate constitutes provisional acceptance for invoicing and for the purpose of ownership transfer subject to these Terms.
7.2.2 The Customer shall have five (5) business days from the date of signature of the Acceptance Certificate to provide NEXOR with a detailed written notice of any alleged non-conformity, defects or omissions (a “Defect Notice”). A Defect Notice must describe the alleged defect(s) with reasonable particularity and include supporting evidence such as screenshots, logs, test results or correspondence that substantiate the claim.
7.2.3 On receipt of a valid Defect Notice NEXOR shall, at its election, (a) remedy the defect by re-performance, repair or patching within a commercially reasonable period (not to exceed fourteen (14) business days unless otherwise agreed in writing), or (b) where remediation is not practicable, propose an equitable commercial remedy which may include a pro rata credit or refund limited to the portion of fees attributable to the defective element.
7.2.4 If NEXOR fails to remedy the defect within the agreed remediation period the Customer may be entitled to pursue the equitable remedy proposed in accordance with clause 7.2.3. Any remedy is subject to the limits and exclusions of liability set out in clause 11.
7.2.5 If the Customer does not provide a Defect Notice within five (5) business days following signature of the Acceptance Certificate, the Deliverables shall be deemed accepted and the Customer shall be deemed to have waived any right to claim for defects discoverable upon reasonable inspection within that period, except for latent defects or fraud.
7.3 The acceptance procedure set out in this clause does not apply to ongoing subscription Services where acceptance criteria and remedy mechanisms are governed by separate subscription terms; in such cases the subscription terms shall prevail.
8 Support, updates and maintenance
8.1 Where NEXOR provides support or maintenance services these shall be provided in accordance with the terms of the applicable support schedule or SOW. Support may be limited to specified release versions and subject to additional charges for out-of-scope work.
8.2 NEXOR may provide updates, patches or upgrades at its discretion or as specified in the support schedule. Licensees are responsible for installing updates where required to maintain support unless otherwise agreed.
9 Intellectual property and licence grants; third-party components
9.1 Unless otherwise agreed in writing, NEXOR retains ownership of all pre-existing intellectual property and of any intellectual property created by NEXOR in the course of providing Services. Subject to full payment of all sums due, NEXOR will grant the Customer the licence rights set out in the Order or SOW to use the Deliverables for the agreed purpose. Licence grants are limited, non-exclusive and revocable for breach unless expressly stated otherwise in writing.
9.2 Where Deliverables incorporate third-party components or open source software, such components remain subject to their applicable third-party licences. NEXOR will advise the Customer of material third-party components and any consequential licence obligations. Any obligation to provide source code under open source licences shall be complied with by NEXOR in accordance with the relevant licence terms.
10 Confidentiality and data handling
10.1 Each party shall keep confidential information received from the other secure and shall use such information solely for the purposes of performing its obligations under the Agreement. Confidential information does not include information that is or becomes public through no breach of this Agreement, is lawfully received from a third party, is already known to the recipient prior to disclosure or is independently developed.
10.2 The obligations in this clause survive termination of the Agreement for a period of five (5) years or such longer period as may be necessary to protect trade secrets.
10.3 Processing of personal data in connection with the Services is governed by applicable data protection law, including the UK GDPR and the Data Protection Act 2018, and by any Data Processing Agreement executed between the parties.
11 Warranties, disclaimers and limitation of liability
11.1 NEXOR warrants that it will perform Services with reasonable skill and care in accordance with prevailing industry standards. Except as expressly set out in these Terms, all warranties, representations and conditions are excluded to the fullest extent permitted by law.
11.2 Subject to clause 11.4, NEXOR’s aggregate liability for direct losses arising out of or in connection with these Terms shall not exceed the higher of (a) the fees actually paid by the Customer to NEXOR under the relevant Order in the twelve (12) months preceding the event giving rise to liability, and (b) £10,000, unless a different cap is expressly agreed in writing.
11.3 NEXOR shall not be liable for any indirect, special, incidental, punitive or consequential losses including, without limitation, loss of profit, loss of business, loss of revenue, loss of data, depletion of goodwill, business interruption, or for any loss not reasonably foreseeable at the time of entering into the Agreement.
11.4 Nothing in these Terms shall limit or exclude liability for death or personal injury resulting from NEXOR’s negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be excluded by applicable law.
11.5 The Customer’s exclusive remedy for breach of the warranties in clause 11.1 shall, subject to clause 11.4, be for NEXOR to re-perform the Services or refund the fees attributable to the defective element as agreed in accordance with clause 7.2.3.
12 Indemnities
12.1 The Customer shall indemnify and keep indemnified NEXOR against all losses, liabilities, costs and expenses incurred by NEXOR arising out of: (a) the Customer’s breach of clause 9 (intellectual property obligations) or any other material breach of these Terms; (b) any third-party claim arising from materials provided by the Customer which infringe third-party rights; and (c) misuse of the Services by the Customer.
12.2 NEXOR shall indemnify the Customer against claims that use of the Deliverables in accordance with documentation provided by NEXOR infringes a third party’s registered intellectual property rights in the United Kingdom, subject to the conditions that the Customer promptly notifies NEXOR in writing of any claim, gives NEXOR sole control of the defence and provides reasonable assistance. NEXOR’s indemnity liability shall be subject to the limitations in clause 11.2.
13 Term, termination and consequences of termination
13.1 The Agreement commences on the date set out in the Order and continues until the Services are completed or until earlier termination in accordance with these Terms.
13.2 Either party may terminate for material breach if the defaulting party fails to remedy the breach within thirty (30) days of written notice; either party may terminate immediately where insolvency events occur in relation to the other. NEXOR may suspend Services on notice where the Customer fails to pay undisputed amounts when due.
13.3 On termination the Customer shall pay NEXOR for Services performed and costs reasonably incurred up to the date of termination. Termination does not affect accrued rights and liabilities or the survival of clauses intended to survive termination, including but not limited to clauses 9, 10, 11, 12 and 20.
14 Force majeure and business continuity
14.1 Neither party shall be liable for any failure or delay in performing its obligations to the extent caused by events outside its reasonable control, including but not limited to acts of government, strikes, natural disaster, pandemics, internet or telecommunications failures and other force majeure events.
14.2 Where a force majeure event continues for more than ninety (90) days either party may terminate affected obligations by written notice.
15 Subcontracting and assignment
15.1 NEXOR may subcontract or appoint sub-processors to perform Services provided that NEXOR remains fully responsible for the performance of subcontractors and for compliance with these Terms. NEXOR shall ensure that subcontractors are bound by equivalent confidentiality and security obligations.
15.2 The Customer shall not assign or transfer any of its rights or obligations under the Agreement without NEXOR’s prior written consent. NEXOR may assign or novate its rights to an affiliate or in connection with a sale of the business.
16 Export control, sanctions and lawful use
16.1 The Customer shall comply with all applicable export control, trade sanctions and economic restrictions and shall not use the Services for unlawful purposes or in breach of applicable laws. The Customer shall not use Services to develop or operate services that are prohibited by applicable export or sanctions legislation.
17 Security, audits and compliance statements
17.1 NEXOR implements organisational and technical security measures proportionate to the risk to protect Customer data and Deliverables; references to recognised frameworks or standards are indicative of NEXOR’s alignment to good practice and do not constitute representations of third-party certification.
17.2 Where a Customer requires additional assurance a separate security or audit agreement may be negotiated. Any such audit shall be subject to mutually agreed scope, confidentiality and scheduling constraints.
18 Dispute resolution and governing law
18.1 These Terms and any disputes arising out of or in connection with them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, unless the parties otherwise agree in writing to alternative dispute resolution mechanisms such as mediation or arbitration.
19 Notices and communications
19.1 All notices shall be in writing and sent by email, registered post, courier or delivered by hand to the addresses set out in the Order or to the contact details at the head of these Terms. Notices are effective on the date of delivery or, where delivered by email, on receipt by the recipient.
20 Entire agreement, amendments and severability
20.1 These Terms, together with any SOWs, Order Forms and executed Data Processing Agreements, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.
20.2 No amendment to these Terms shall be effective unless agreed in writing by authorised representatives of both parties.
20.3 If any provision is held invalid or unenforceable that provision shall be severed and the remainder of the Agreement shall continue in full force.
21 Publicity and case studies
21.1 Unless otherwise agreed in writing, NEXOR may identify the Customer as a client in marketing materials and may display non-confidential Deliverables in its public portfolio. Confidential information shall not be used for publicity without prior written consent.
22 Survival
22.1 Clauses which by their nature survive termination or expiration of the Agreement, including but not limited to clauses 9 (intellectual property), 10 (confidentiality), 11 (liability), 12 (indemnities) and 20 (entire agreement), shall survive.
23 Contact for contractual and support enquiries
23.1 For contractual matters, SOW clarifications, acceptance procedures, invoicing queries or to report defects or security incidents contact nexortechltd@gmail.com or call 447386291258. NEXOR will acknowledge and handle enquiries in accordance with its internal procedures.
24 Consumer protections
24.1 Where the Customer is a consumer, statutory rights under consumer protection legislation apply and nothing in these Terms limits those rights to the extent prohibited by law.
25 Policy updates and publication practice
25.1 NEXOR may update these Terms from time to time to reflect operational, legal or regulatory changes. Material changes will be published with an updated effective date and, where appropriate, notified to Customers. Continued use of Services following publication of amended Terms constitutes acceptance of the revised Terms.
Governing law and jurisdiction: these Terms are governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Contact: nexortechltd@gmail.com · Phone 447386291258
