Terms of service
These terms cover use of this website and the general framework for engagements with NexusMind. Individual projects are governed by a signed engagement letter, which takes precedence where the two differ.
These terms
By using this website you accept these terms. If you engage us for work, the signed engagement letter or statement of work for that project governs it; where that document and these terms conflict, the engagement letter wins.
What we provide
Custom software development, and the design, integration, deployment and documentation work around it, as described in each engagement letter.
We do not provide legal, accounting, tax, medical or regulatory advice. Where software touches a regulated area — patient records, client funds, payment data — you remain responsible for your own compliance obligations, and we recommend you have the relevant professional review the design. We will flag areas where we think that is necessary.
Quotes, phases and fixed prices
Work is quoted as fixed-price phases following a paid scoping engagement. A quote is valid for 30 days and is based on the scope recorded in the scoping document.
- Scope changes. Additional work is quoted as a written change or a new phase. We will not do unquoted work and invoice you for it afterwards.
- Approval. No phase begins until you approve its price and scope in writing.
- Estimates. Where we give an indicative range before scoping, it is an estimate and not a quote.
Your responsibilities
Projects fail more often on access and feedback than on code. To hold a delivery date we need:
- A single named decision-maker who can approve or reject work.
- Timely access to systems, credentials, data and any third-party accounts the work requires.
- Feedback within the review windows agreed in the engagement letter.
- Accurate information about how your business actually operates, including the exceptions.
Where a delay is caused by information or access we are waiting on, timelines shift accordingly and we will tell you as soon as it happens rather than at the deadline.
Payment
- Scoping is payable in advance.
- Phases are invoiced 50% on approval and 50% on delivery, unless the engagement letter says otherwise.
- Terms are 14 days from invoice date.
- Late payment may accrue interest at the statutory rate, and we may pause work on overdue accounts after written notice.
- Taxes are added where applicable and are your responsibility.
Third-party costs — hosting, domains, licences, API usage — are billed to your own accounts wherever possible, so you are never paying us a margin on someone else’s invoice.
Ownership of what we build
On receipt of full payment for a phase, ownership of the deliverables from that phase transfers to you: source code written for you, database schema, documentation and design assets. We will hand over repository access and remove our own access on request.
Two carve-outs, stated plainly:
- Pre-existing material. Generic libraries, utilities and internal scaffolding we bring to the project remain ours. You get a perpetual, irrevocable, royalty-free licence to use, modify and sublicense them as part of your software. You will never need our permission to keep running or changing what we delivered.
- Portfolio reference. We may describe the work in general terms as a case study. We will not name you, quote you or show your data without your written consent, and we will remove a reference on request.
Third-party components
Most software includes open-source libraries and paid third-party services. We will tell you what a build depends on and under what licences. Third-party services are governed by their own terms, which you accept directly with the provider, and we are not responsible for their availability, pricing changes or discontinuation. We choose conventional, well-maintained dependencies precisely to limit that exposure.
Confidentiality
Each party keeps the other’s confidential information confidential, uses it only for the engagement, and returns or destroys it on request. This survives the end of the engagement. It does not cover information that is public, independently developed, or required to be disclosed by law. We will sign your own NDA if you prefer it to this clause.
Warranties and defect correction
We warrant that work is performed with reasonable skill and care, and that deliverables will materially conform to the agreed scope.
For 90 days after delivery of a phase we will correct defects in that phase at no charge — a defect being a failure to work as specified, as distinct from a change of mind about what it should do. Requests of the second kind are quoted as new work.
Disclaimers
Except as expressly stated above, deliverables are provided without further warranties, whether express or implied, including implied warranties of merchantability or fitness for a particular purpose, to the fullest extent the law allows.
We do not warrant that software will be uninterrupted or error-free, that it will meet a business outcome such as a revenue or savings figure, or that third-party services will remain available on their current terms. Illustrative figures shown anywhere on this website are examples of interface design, not predictions about your business.
Limitation of liability
Neither party is liable for indirect, incidental, special or consequential loss, or for lost profits, lost revenue, lost data or business interruption, even if advised of the possibility.
Our total aggregate liability arising out of an engagement is limited to the total fees you paid us for that engagement in the 12 months before the claim.
Nothing here limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
Term and termination
Either party may terminate an engagement on 14 days’ written notice. On termination you pay for work performed and accepted up to that date, and for any non-cancellable third-party commitments already made on your behalf.
Either party may terminate immediately for material breach that is not remedied within 14 days of written notice. On any termination we will hand over work in progress for phases you have paid for, and we will not hold your software or data hostage over a commercial dispute.
Website use
You may not attempt to gain unauthorised access to this site, interfere with its operation, or scrape it at a volume that degrades service for others. Content on this site is ours or licensed to us; the interface mockups shown on the home page are illustrative designs and the businesses named in them are fictional.
Changes to these terms
We may update these terms and will change the date at the top of this page. Changes do not apply retroactively to a signed engagement letter.
Governing law
These terms are governed by the laws of the jurisdiction stated in your engagement letter, and the courts of that jurisdiction have exclusive jurisdiction. Where no engagement letter exists, the law of our place of business applies. We will try to resolve any dispute by direct discussion before either party starts proceedings.
Contact
Fixed-price phases, and you own what we build. The commercial terms are deliberately boring so the conversation can be about the work.
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