Terms & Conditions
Effective Date: June 2024
Last Updated: July 2026
These Terms & Conditions ("Terms") govern (A) your use of the Neksogix website located at https://www.neksogix.com (the "Site"), and (B) any services you engage Neksogix ("Neksogix," "we," "us," or "our") to perform, including but not limited to AI Engineering, Machine Learning, Data Intelligence, Web Development, Cloud & DevOps, Custom Software Development, AI Strategy & Consulting, MVP Development, and any productized service offering marketed on the Site (collectively, the "Services").
By accessing the Site, you agree to be bound by Part A of these Terms. Part B (Service Engagement Terms) becomes binding on a Client upon execution of a signed SOW, MSA, or order form that references and incorporates these Terms — accessing the Site alone does not, by itself, constitute acceptance of Part B. ("Client," "you," or "your" refers to a party that has signed such an agreement.) If you do not agree, do not use the Site or engage our Services.
Part A — Website Terms of Use
Applies to all visitors of the Site, regardless of whether you become a Client.
A.1 Use of the Site
The Site and its contents — including text, graphics, service descriptions, case studies, logos, and the Neksogix name and marks — are the property of Neksogix or its licensors and are protected by applicable intellectual property laws. You may view and use the Site for your own informational and evaluation purposes. You may not:
- copy, reproduce, distribute, or create derivative works from Site content without our prior written consent;
- scrape, crawl, or use automated means to extract data from the Site;
- reverse-engineer, decompile, or attempt to derive the source code of any software made available through the Site;
- use the Site for any unlawful purpose or in a manner that could damage, disable, or impair the Site.
A.2 Marketing Content Is Not a Binding Offer
Service descriptions, pricing indications, process descriptions, timelines, and outcome-related or promotional language appearing on the Site (including phrases such as "guaranteed delivery," "expert engineering," or similar marketing language) are aspirational and promotional statements describing Neksogix's general service philosophy. They are provided for general informational and marketing purposes only, are not representations of fact, and do not constitute a warranty, guarantee, binding offer, quotation, or contractual commitment regarding any specific engagement. No visitor or prospective Client may rely on such Site content as a commitment by Neksogix.
A binding engagement — including any specific commitments, warranties, deliverables, service levels, or timelines Neksogix agrees to provide — is formed only upon execution of a signed Statement of Work ("SOW") or Master Service Agreement ("MSA") between Neksogix and the Client, as described in Part B. Each SOW and MSA constitutes the entire agreement between the parties regarding the commitments made for that specific engagement; the Client acknowledges that it has not relied, and Neksogix has not made any representation, warranty, or guarantee outside of, that signed document, including any description, claim, or promotional language appearing on the Site. To the extent any Site content conflicts with or is inconsistent with a signed SOW or MSA, the signed SOW or MSA controls and the Site content has no contractual effect.
A.3 Third-Party Links and Tools
The Site may link to or integrate third-party tools (including, without limitation, scheduling tools such as Calendly, hosting or analytics providers, and social media platforms). Neksogix does not control and is not responsible for the content, privacy practices, or availability of third-party sites or tools. Use of such tools is subject to their own terms and privacy policies.
A.4 No Professional Advice via the Site
Content on the Site (including blog posts, case studies, or general descriptions of AI, ML, or data practices) is provided for general informational purposes and does not constitute technical, legal, financial, or professional advice. You should not rely on Site content as a substitute for a tailored engagement or independent professional advice.
A.5 Disclaimer of Warranties (Site)
The Site is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Site will be uninterrupted, secure, or error-free.
A.6 Limitation of Liability (Site)
To the maximum extent permitted by law, Neksogix shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of, or inability to use, the Site.
Part B — Service Engagement Terms
This Part B applies only once a Client has executed a signed SOW, MSA, or equivalent order form that references and incorporates these Terms; every Neksogix SOW, MSA, and order form template is intended to include such a reference. If a signed agreement between Neksogix and the Client contains terms that conflict with this Part B, the signed agreement controls.
B.1 Engagement Models
Neksogix offers Services under the following models, each with distinct terms. Unless expressly agreed otherwise in a signed SOW, engaging Neksogix does not grant the Client exclusivity within its industry, vertical, or geographic market, and Neksogix remains free to offer the same or similar Services, including productized offerings under Section B.1(c), to other clients, including those operating in the same industry or region.
(a) Fixed Price Engagements
- Scope, deliverables, milestones, and acceptance criteria are defined in the applicable SOW prior to commencement.
- Payment is tied to agreed milestones as set out in the SOW.
- Any request to add, remove, or materially alter scope after the SOW is signed will be handled through a written Change Order, which may adjust price and/or timeline. Work outside the original SOW is not covered by the fixed price and will be quoted and billed separately.
- Neksogix follows a structured, milestone-based delivery process aimed at completing the agreed scope within the applicable SOW. Timelines communicated to the Client, whether on the Site or in a SOW, are estimates and targets rather than fixed deadlines, and remain subject to reasonable adjustment where progress depends on Client actions or omissions (see Section B.5), third-party dependencies, or other circumstances outside Neksogix's reasonable control.
(b) Dedicated Team Engagements
- Neksogix provides personnel dedicated to the Client's project on an ongoing basis, billed on the cadence specified in the applicable order form (e.g., monthly).
- Minimum commitment periods, ramp-up, and ramp-down/notice periods for scaling the team up or down will be specified in the order form.
- Neksogix may substitute personnel with reasonably comparable skill sets where necessary for business continuity, with notice to the Client where practicable.
(c) Productized / Retainer-Based Services
Where Neksogix offers a defined, packaged service (for example, an AI-driven lead qualification or appointment-setting system, marketing/funnel management, or similar productized offering), the specific pricing tiers, deliverables, and monthly retainer scope will be set out in the applicable order form or service addendum, which forms part of these Terms once signed.
B.2 Fees and Payment
- Fees for each engagement are as set out in the applicable SOW or order form.
- Invoices are due within the period specified in the applicable SOW or, where no period is specified, within a commercially reasonable period following the invoice date.
- Late payments may accrue interest and/or result in suspension of Services, subject to notice.
- Third-party costs incurred on the Client's behalf (e.g., advertising spend, third-party software licenses, cloud hosting costs) are separate from Neksogix's fees unless explicitly included in the SOW, and will be passed through or invoiced directly as agreed.
- Major maintenance, out-of-scope work, or scope changes are billed additionally and are never bundled into a base retainer unless expressly agreed in writing.
B.3 Intellectual Property
- Client Deliverables: Upon full receipt of all fees due for a given engagement, Neksogix assigns to the Client all right, title, and interest in the custom deliverables created specifically for that Client under the applicable SOW (the "Deliverables"), excluding any Neksogix Background IP (defined below). If the Client disputes any portion of an invoice, the Client shall (i) pay any undisputed portion when due, and (ii) notify Neksogix in writing, within thirty (30) days of the relevant invoice, of the specific amount disputed and the basis for the dispute. Upon payment of the undisputed amount, Neksogix will assign the Client's rights in the Deliverables to the extent attributable to the undisputed amount, provided the Client continues to pursue resolution of the disputed amount in good faith under Section B.11. A dispute not raised within thirty (30) days of the relevant invoice, or not diligently pursued thereafter, is deemed waived for purposes of this Section B.3, and full assignment will proceed upon payment. Until fees are paid as described in this paragraph, Neksogix retains all rights in the Deliverables and may withhold final files, source code, or system access.
- Neksogix Background IP: Neksogix retains all right, title, and interest in its Background IP. "Background IP" means Neksogix's tools, frameworks, libraries, methodologies, templates, and general technical skills and know-how that (i) existed prior to the start of the applicable engagement, or (ii) are developed by Neksogix independently of the engagement and do not incorporate and are not derived from the Client's specific business logic, data, workflows, or Confidential Information. Background IP does not include any component, model, workflow, configuration, or other output built specifically to meet the Client's particular requirements under the applicable SOW, even if that output has some general applicability, and even where Neksogix's general skill or expertise was improved through performing the engagement. To the extent Background IP is incorporated into a Deliverable, Neksogix grants the Client a non-exclusive, perpetual, royalty-free license to use such Background IP solely as embedded in the Deliverable.
- Client Materials: The Client retains all rights to materials, data, and content it provides to Neksogix for use in the engagement (e.g., brand assets, business data, existing codebases).
- Engagement Data: Where an engagement generates data through Neksogix's performance of the Services — such as qualified-lead records, CRM tagging, campaign performance data, or engagement analytics ("Engagement Data") — the Client owns the Engagement Data specific to its own engagement, and Neksogix will make that data reasonably available to the Client upon request or at termination, in a commonly usable format, subject to payment of any outstanding undisputed fees. Neksogix may retain and use aggregated or de-identified Engagement Data, from which the Client cannot reasonably be identified, for its own analytics, benchmarking, and service-improvement purposes.
- Case Studies: Neksogix may reference the nature of an engagement (e.g., industry, general project outcomes) in its marketing materials and case studies, unless the Client requests confidentiality in writing. Specific confidential details, data, or trade secrets will not be disclosed without the Client's prior written consent.
- Publicity: Use of the Client's name, logo, or trademarks in Neksogix's marketing materials (e.g., a client list or "trusted by" display) requires the Client's prior written consent, which the Client may grant or revoke at its discretion.
B.4 Confidentiality
Each party agrees to protect the other's confidential information disclosed during an engagement with at least the same degree of care it uses for its own confidential information, and not to disclose it to third parties except as necessary to perform the Services or as required by law.
Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without a duty of confidentiality prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's confidential information; or (d) is rightfully received from a third party without a duty of confidentiality. For clarity, Neksogix's general skills, know-how, and Background IP (as defined and limited in Section B.3) are not considered the Client's confidential information solely because Neksogix's general skill or expertise was improved through performing the engagement; this does not permit Neksogix to use or disclose the Client's specific Confidential Information, business logic, data, or Deliverables themselves.
This obligation survives termination of the engagement for a period reasonably necessary to protect each party's legitimate interests; unless the governing SOW specifies a different period, this shall be deemed to be three (3) years, except with respect to information that constitutes a trade secret under applicable law, which remains protected for as long as it retains trade secret status.
B.5 Client Responsibilities
The Client agrees to:
- provide timely access to necessary accounts, systems, data, and personnel required for Neksogix to perform the Services;
- provide timely feedback and approvals at agreed milestones;
- ensure it has the legal right to provide any data, content, or materials shared with Neksogix, and that its use of Services complies with applicable law (including, where applicable, laws governing outbound marketing communications — see Section B.8);
- pay all fees when due.
Delays caused by the Client's failure to meet these responsibilities may extend timelines and will not be treated as a delay attributable to Neksogix.
B.6 Warranties and Disclaimers
- Except as expressly stated in a signed SOW, Neksogix makes no warranty regarding specific business outcomes, including but not limited to lead volume, conversion rates, appointment-booking rates, advertising performance, or the accuracy of any AI or machine learning model output. Performance of AI/ML systems is inherently dependent on data quality, third-party platform behavior, and market conditions outside Neksogix's control.
- Neksogix is not responsible for the acts, omissions, pricing changes, outages, or policy changes of third-party platforms and providers used in delivering the Services (including but not limited to cloud infrastructure providers, advertising platforms, CRM tools, and scheduling tools).
B.7 Limitation of Liability
(a) General Cap. To the maximum extent permitted by law, each party's total liability arising out of or related to any engagement — including liability arising from a breach of the confidentiality obligations in Section B.4 — shall be limited to the fees paid or payable by the Client for the portion of the Services that had not yet been performed or delivered in accordance with the applicable SOW as of the date the claim arises (the "General Cap"). Fees paid for Services already performed and delivered in accordance with the applicable SOW are earned, non-refundable, and not recoverable as damages, and are excluded from the General Cap. The General Cap applies to every engagement by default. It is increased, decreased, or replaced only where the governing SOW, MSA, or order form for that engagement expressly and specifically states a different limitation of liability; in that case, the limitation stated in that document controls in place of this default, and silence in a SOW, MSA, or order form does not remove or suspend the General Cap. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages.
(b) Uncapped Liability. Liability arising from a party's gross negligence or willful misconduct, and the Client's indemnification obligations to Neksogix under the first paragraph of Section B.9, are not subject to the General Cap, to the extent such carve-outs are permitted by applicable law.
B.8 Compliance Allocation for Marketing and Outreach Services
Where Services include outbound marketing activities performed by Neksogix on the Client's behalf — including but not limited to email campaigns, SMS/text messaging, paid advertising, or social/professional network outreach — the following applies:
- Neksogix will use commercially reasonable efforts to conduct such activities in a manner consistent with applicable U.S. laws governing commercial communications, including the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA), as applicable to the channel used.
- The Client represents that it has, or will obtain, any consents required under applicable law for contacting the specific individuals or lists it directs Neksogix to contact, where the Client supplies such lists or contacts.
- The Client is responsible for the accuracy of its business information, offers, and claims used in outreach content, and for compliance with any industry-specific regulations applicable to the Client's business (e.g., real estate, financial services, healthcare).
- This Section B.8 allocates responsibility between Neksogix and the Client as a contractual matter; it does not, and cannot, eliminate either party's own direct liability to a third party or regulator under applicable law for that party's own conduct as sender or operator of a communication. Where Neksogix incurs liability to a third party or regulator as the technical sender or operator of a communication, Section B.9 governs the Client's obligation to reimburse Neksogix for that liability to the extent it arises from data, consents, or instructions the Client supplied. The parties agree to cooperate in good faith to maintain compliant practices and to promptly address any compliance concerns raised by either party.
B.9 Indemnification
The Client shall defend, indemnify, and hold harmless Neksogix, its officers, employees, and contractors from and against any third-party claims, damages, fines, penalties, and reasonable costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any data, contact list, consent representation, or other material the Client supplies or directs Neksogix to use, including any claim that the Client lacked the necessary consent to contact an individual; (b) the Client's business claims, offers, or industry-specific regulatory obligations; or (c) the Client's breach of these Terms or the applicable SOW. This obligation applies regardless of whether Neksogix is also named or held liable in the underlying claim as the technical sender or operator of a communication. This indemnification operates as a contractual reimbursement obligation between the parties, allocating the ultimate financial responsibility to the party whose instructions or materials gave rise to the claim; it does not itself create, expand, or limit either party's direct liability to any third party or regulator under applicable law, which is addressed in Section B.8.
Neksogix shall defend, indemnify, and hold harmless the Client from and against any third-party claims arising from Neksogix's gross negligence or willful misconduct in performing the Services.
The indemnification obligations in this Section B.9, for both parties, shall be interpreted and applied reasonably, in proportion to each party's actual role in the conduct giving rise to the claim.
B.10 Term and Termination
- Engagements continue for the term specified in the applicable SOW or order form.
- Either party may terminate an ongoing (e.g., Dedicated Team or retainer-based) engagement upon written notice for a period specified in the order form or, where no period is specified, a reasonable notice period appropriate to the nature of the engagement, subject to payment of fees earned through the effective termination date.
- Upon termination, Neksogix will provide reasonable cooperation to hand off in-progress work product, active campaigns, or system access, subject to payment of any outstanding fees.
- Sections B.3 (Intellectual Property), B.4 (Confidentiality), B.7 (Limitation of Liability), B.9 (Indemnification), B.11 (Dispute Resolution), and B.12 (Subcontractors; Non-Solicitation) survive termination.
B.11 Dispute Resolution
Any concern, complaint, or dispute arising out of these Terms or an engagement will be submitted to Neksogix's internal Operations team at the contact address below, who will work in good faith to review and resolve the matter directly with the Client. If the matter is not resolved within two (2) months of being submitted to the Operations team, either party may pursue any other remedy available to it under these Terms or applicable law.
B.12 Subcontractors; Non-Solicitation
Neksogix may engage subcontractors, freelancers, or independent contractors to perform all or part of the Services, and remains responsible for the performance of the Services by any such subcontractor as if performed by Neksogix directly, including with respect to the confidentiality obligations in Section B.4.
During the term of an engagement and for one (1) year thereafter, the Client agrees not to directly solicit for hire or engage, outside of a further engagement with Neksogix, any Neksogix personnel or subcontractor who was substantially involved in delivering the Services to the Client, except through a general public job posting not specifically targeted at such personnel, or with Neksogix's prior written consent.
B.13 General
- Entire Agreement: These Terms, together with any signed SOW, MSA, or order form, constitute the entire agreement between the parties regarding the Services and supersede prior discussions or proposals on the same subject matter.
- Amendments: Neksogix may update these Terms from time to time; material changes affecting an active engagement will be communicated to the Client and will not apply retroactively to that engagement without agreement.
- Assignment: Neither party may assign its rights or obligations under these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
- Severability: If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.
- Notices: Any written notice required under these Terms may be delivered by email to the primary business contact designated by each party (Neksogix's default contact being info@neksogix.com). A notice is deemed given on the first business day after it is sent, provided the sender does not receive any bounce-back, delivery failure, or other indication of non-delivery. For purposes of this Section, "business day" means a day other than a Saturday, Sunday, or public holiday observed at Neksogix's principal place of business. For notices of material breach, termination, or an indemnification claim, the sending party shall also request a written or email acknowledgment of receipt from the recipient and shall retain reasonable proof of transmission; if receipt is disputed, the sending party bears the burden of demonstrating that the notice was sent and was not returned as undelivered. Either party may reasonably request an alternative notice method in a signed SOW.
- Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disaster, governmental action, labor disputes, internet or infrastructure outages, or disruption of third-party platforms relied upon to deliver the Services. The affected party will use reasonable efforts to notify the other party and to resume performance once the circumstance has been resolved.
Contact
Questions about these Terms can be directed to:
Neksogix
info@neksogix.com
NEKSOGIX
