1. Acceptance of Terms

By engaging Nexos ("we" or "us") for any design or development services ("Services"), you (the "Client") agree to these Terms of Service. These Terms, together with any project proposal, Statement of Work (SOW), or subscription plan details, form a binding legal agreement.

Continuing to use our Services signifies that you have read, understood, and agree to be bound by all terms. If you do not agree with these terms, you must not use the Services.

1.1 Nexos's Commitment

We will perform the agreed Services as defined in the project scope or plan, using professional expertise and industry best practices. Nexos will deliver all agreed-upon work, meet the specifications in the project brief, and strive for high-quality results. We will communicate openly, meet our deadlines (unless extended by mutual agreement), and incorporate your feedback as outlined in this Agreement.

1.2 Client's Commitment

You agree to cooperate by providing timely feedback, clear instructions, and all information or materials ("Client Materials") needed to complete the project. You confirm you have the authority to enter this agreement and that all Client Materials are owned by you or are properly licensed for our use (see Section 6.1). Once you accept these terms (for example, by signing a proposal or paying a deposit), this agreement becomes effective.

2. Services and Scope of Work

Nexos will provide the creative services and deliverables described in the SOW or project proposal. This may include services such as brand identity design, logo design, web/mobile UI/UX design, or graphic design, as specified for your project. The exact scope of work, deliverables, and timeline will be defined in the SOW or project brief approved by both parties. Nexos will perform the work in a professional manner and in accordance with industry standards.

2.1 Changes to Scope

If you request features or revisions beyond the agreed scope ("out-of-scope" work), Nexos will inform you and may provide a quote or change order for the extra work. We will not proceed with out-of-scope work without your written approval. Major changes or new requests may affect the project timeline and cost. Minor tweaks within the original scope (and within included revision rounds) may be accommodated at our discretion, but significant changes will require an amendment or new proposal.

3. Project Timeline and Delays

We will work according to a mutually agreed timeline or milestone schedule, as outlined in the SOW or project plan. Both parties agree that time is of the essence in this project. Nexos will make commercially reasonable efforts to meet all deadlines for deliverables.

3.1 Project Schedule

The project timeline (including key milestones or a completion date) will be detailed in the SOW or project plan. This schedule assumes both Nexos and the Client meet their respective responsibilities on time.

3.2 Client Responsibilities and Delays

You are responsible for providing the required feedback, assets, and approvals in a timely manner. Delays in providing feedback or content (see Section 6.1) may extend the project timeline and result in a revised completion date. Nexos is not liable for delays caused by your inaction or late responses. If a delay on your end exceeds a reasonable period (e.g., no feedback for 10 business days during a critical phase), Nexos may pause work and reschedule the project. We will notify you of any such delay impacts, and you will remain responsible for payment for work completed to date.

3.3 Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, government actions, strikes, war, pandemics, etc.). If such an event occurs, affected deadlines will be extended by the length of the delay. Both parties will communicate in good faith to adjust the schedule or deliverables as needed.

3.4 Timeline Extensions by Nexos

Nexos will use its best efforts to meet deadlines. If we anticipate that a deadline might be missed or that taking more time would significantly improve the quality of a deliverable, we will promptly inform you. We may request an extension to pursue a better or more polished result. We will send a written request with reasons and a new proposed delivery date. If you approve, we will take the extra time at no additional charge. If you decline, we will proceed according to the original schedule.

3.5 Communication of Delays

In all cases of delay, the party experiencing or causing the delay will notify the other as soon as possible. Both sides agree to communicate honestly about timeline issues and work together to adjust deadlines or scope as needed. Any changes to milestones or deadlines will be confirmed in writing.

4. Revisions and Change Requests

Design is an iterative process. A "revision round" consists of a set of change requests provided by the Client at one time (e.g., a single, consolidated list of tweaks).

4.1 Included Revision Rounds

Unless otherwise specified in the SOW, each deliverable or design concept includes up to three (3) revision rounds at no extra charge. These revisions are intended to refine the work based on your feedback and ensure the deliverable aligns with the agreed-upon vision and scope. Revisions are for refining the chosen direction, not for changing the project goals or creating new concepts.

4.2 Additional Revisions

If you request changes after using all included revision rounds, or if you request a major change in direction beyond the agreed scope or previously approved concept, Nexos will inform you that additional fees (typically at our standard hourly rate or an agreed fixed fee) will apply. Additional revision work may also extend the project timeline.

4.3 Revision Process

Nexos will address revision requests as promptly as possible, typically within 1-3 business days, depending on complexity. To keep the process efficient, you are encouraged to consolidate all feedback for each round into a single list or set of comments.

4.4 Subjectivity and Client-Directed Changes

You acknowledge that design is subjective and creative work cannot be guaranteed to satisfy every personal taste. Nexos will make every effort to meet the project objectives using our professional expertise. A project is considered successfully completed when it meets the agreed-upon scope and specifications.

We value your input; however, you acknowledge that you hired Nexos for our creative expertise. Suppose you insist on specific changes or a direction contrary to our professional recommendations. In that case, you accept that it may diminish the effectiveness or quality of the final work, and Nexos is not responsible for that outcome.

4.5 Acceptance of Deliverables

When a deliverable or milestone is submitted, you must review it and either approve it or request revisions within seven (7) days. If you provide no feedback within 7 days of delivery, the work will be considered "deemed approved" and final. Once approved (or deemed approved), the deliverable is considered complete. Nexos will rely on directions and approvals from your designated representative (see Section 6.2).

5. Fees, Deposits, and Payment Terms

You agree to pay the fees outlined in the project estimate, proposal, or invoice provided by Nexos.

5.1 Deposit and Payment Schedule

For one-time or custom projects, our standard payment schedule is a 10% non-refundable deposit of the total project fee, due before work begins. The remaining fee may be broken into staged payments (e.g., due upon completion of specific milestones) as defined in the SOW.

5.2 Invoices and Due Dates

Nexos will invoice you according to the agreed schedule. Unless otherwise noted, invoices are due upon receipt. Payment is expected within 7 days of the invoice date.

5.3 Late Payments

If payment is not made by the due date, Nexos may suspend work or withhold delivery of final files until the account is brought current. (We will provide notice before any such suspension.) You agree to pay any costs of collection for overdue fees, including reasonable attorneys' fees.

5.4 Expenses

Project fees do not include out-of-pocket costs for third-party resources such as web domain/hosting fees, printing costs, or third-party asset licenses (e.g., fonts, stock images), unless expressly stated otherwise. Nexos will obtain your approval before incurring any such cost. Approved out-of-pocket expenses will be billed to you at cost.

6. Client Responsibilities and Representations

A successful project requires cooperation and clear communication. You, the Client, agree to the following:

6.1 Client-Provided Materials and IP Warranty

You will provide all necessary content, materials, and feedback in a timely manner as required by Section 3.2. You warrant that any materials or content you provide to Nexos (e.g., text, images, logos, brand guidelines) are either owned by you or you have obtained all necessary rights and licenses to use them for the project. Your provision of materials to us implies you have the legal right to use them. You agree to indemnify and hold Nexos harmless from any claims or damages arising from our use of materials you supplied (see Section 10.5).

6.2 Approvals and Authority

You will designate one primary point of contact with the authority to provide consolidated feedback and final approvals. Nexos will rely on directions and approvals from this representative. When that person gives feedback or approval, it constitutes your organization's final acceptance of the work.

6.3 Lawful and Ethical Use

You agree not to use our Services or the deliverables for any unlawful or unethical purpose. You will not request Nexos to create anything defamatory, obscene, or that violates any law or rights of others.

7. Intellectual Property and Ownership of Work

7.1 Ownership of Final Work

Upon your full and final payment of all fees due for a project, Nexos irrevocably assigns to you all right, title, and interest in the final, approved deliverables. This means you own the final work (such as the design files and graphics) and have the unrestricted right to use, reproduce, and modify it for your business.

7.2 Nexos's Pre-Existing IP

Nexos retains ownership of all pre-existing materials, tools, processes, and "know-how" not created specifically for you (e.g., our underlying code libraries or design techniques). If any pre-existing IP is included in your final deliverables, Nexos grants you a perpetual, royalty-free, worldwide license to use it as part of that deliverable. This license does not transfer ownership of Nexos's underlying tools.

7.3 Third-Party Assets

Client is responsible for purchasing any required third-party licenses (e.g., commercial fonts, stock images). Nexos will identify any such assets and obtain your approval before incorporating them. If the project includes any open-source software, those components are subject to their own open-source licenses.

7.4 Portfolio Rights and Credits

Unless you request otherwise in writing (e.g., due to an NDA), Nexos reserves the right to display the completed project deliverables in our portfolio, website, or other marketing materials to showcase our work. We will not disclose any of your Confidential Information. Nexos may also include a discreet credit line (e.g., "Design by Nexos") on the work with your approval, which can be removed at your request.

7.5 Client's Use of Deliverables

Once deliverables are accepted and paid for, you may use, modify, or create derivative works from them. Nexos is not responsible for any alterations made by you or third parties after final delivery.

8. Confidentiality and Data

8.1 Confidential Information

"Confidential Information" means any non-public business, technical, or personal information disclosed by either party that is designated confidential or reasonably understood to be confidential.

8.2 Use and Care

Each party will (a) use the other party's Confidential Information only to perform this Agreement; (b) protect it with reasonable care; and (c) not disclose it to third parties without prior written consent, except to professional advisors or subcontractors bound by confidentiality.

8.3 Exclusions

Confidential Information does not include information that (i) is or becomes public through no breach; (ii) was known to the receiving party without confidentiality obligations; (iii) is independently developed; or (iv) is required to be disclosed by law or court order.

8.4 Duration

Confidentiality obligations last during the project and for 2 years after completion.

8.5 Data Security

Nexos will implement reasonable administrative, technical, and physical safeguards for any credentials or data you share. Electronic transmission and storage involve inherent risk, and no method is 100% secure.

8.6 Personal Data

Where personal data is processed, Client acts as the controller and Nexos as the processor, acting only on Client's documented instructions. Nexos will process personal data solely to deliver the Services and will keep it confidential. Client represents it has a lawful basis to provide such data to Nexos.

8.7 File Storage and Retention

Nexos retains project files for 30 days after final delivery. The client must download and back up the final deliverables within this time. Retrieval after 30 days is not guaranteed and may incur a fee.

8.8 Post-Termination Handling

Upon termination or request, each party will return or destroy the other's Confidential Information (retaining archival copies for legal/compliance purposes only).

9. Cancellation, Suspension, and Termination

9.1 Client Cancellation (Convenience)

You may cancel at any time by written notice. You will owe: (a) the non-refundable 10% deposit (if applicable), and (b) fees for all work performed and approved out-of-pocket costs through the cancellation date. Partially completed work will be delivered as-is after payment.

9.2 Termination for Breach

Either party may terminate for a material breach not cured within 7 days of written notice. Examples include non-payment, prolonged unresponsiveness (30+ days), or unlawful requests. If Nexos terminates for Client breach, amounts paid are non-refundable, and Client remains liable for work to date.

9.3 Suspension (Pause)

If issues are temporary (e.g., delayed feedback), the parties may agree in writing to pause the project. Timelines will be suspended and will resume when both parties confirm a restart. If a pause lasts >60 days without a plan to resume, Nexos may treat it as a cancellation under Section 9.1.

9.4 Effect of Termination

Upon termination: (a) Nexos stops work and issues a final invoice; (b) Client pays outstanding amounts; (c) Nexos delivers all paid-for work as-is; and (d) rights to unpaid concepts/deliverables remain with Nexos. Provisions that by nature survive (e.g., confidentiality, IP ownership of paid work, warranties/disclaimers, liability limits, indemnities) continue.

9.5 Refunds

Except as required by law or expressly agreed, no refunds are issued for services already performed. If Nexos ends a project without cause and the Client is not in breach, Nexos will refund fees for undelivered work.

9.6 Notices

Termination/suspension notices must be in writing (email sufficient) to the addresses on the SOW/proposal.

10. Warranties and Liability

10.1 Nexos Warranties

Nexos warrants that: (a) to our knowledge, final deliverables are original or properly licensed; (b) Services will be performed with reasonable skill and care; and (c) final deliverables will substantially conform to the agreed specifications. If a deliverable fails to conform or infringes a third-party IP right, our sole obligation is to, at our cost, repair, replace, or re-deliver a compliant item (or procure rights).

10.2 Client Warranties

Client warrants that: (a) all information, directives, and content supplied are lawful, accurate, and properly licensed; and (b) you have full authority to enter this Agreement. You are responsible for final proofreading, factual accuracy, and ensuring your use of deliverables complies with all applicable laws.

10.3 Disclaimers

EXCEPT AS EXPRESSLY STATED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." NEXOS DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT). NEXOS DOES NOT GUARANTEE ANY SPECIFIC BUSINESS RESULTS, REVENUE, OR OTHER METRICS. TIMELINES ARE ESTIMATES.

10.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXOS'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NEXOS FOR THE SPECIFIC PROJECT IN DISPUTE (OR, FOR SUBSCRIPTIONS, THE FEES PAID FOR THE MONTH OF THE CLAIM). IN NO EVENT IS NEXOS LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY.

10.5 Indemnification

(a) By Client: You will defend, indemnify, and hold Nexos harmless from any third-party claims, damages, and costs (including reasonable legal fees) arising from: (i) your breach of this Agreement, (ii) your unlawful use of the deliverables, or (iii) any Client-Provided Materials infringing on a third party's rights.

(b) By Nexos: Subject to Section 10.4, Nexos will defend and indemnify Client against third-party claims that the final deliverables, as provided by Nexos, infringe a third-party copyright or trademark. Client must promptly notify Nexos and allow us to control the defense.

10.6 Professional Advice

Any strategic input we provide is general guidance, not legal, financial, or other professional advice.

10.7 Compliance with Law

Each party will comply with applicable laws. Nexos is not responsible for consequences of Client's non-compliant use of deliverables.

11. General Terms

11.1 Entire Agreement

These Terms of Service (together with any SOWS or project proposals) constitute the entire agreement between Nexos and the Client. It supersedes all prior agreements or communications. In the event of a conflict, the specific term in an SOW or proposal will govern for that project.

11.2 Amendments

Any modification to this Agreement must be in writing and agreed to by both parties (email approval is acceptable).

11.3 Assignment

You may not assign this Agreement without Nexos's prior written consent, except in the case of a merger or sale of your company. Nexos may assign this Agreement to a successor entity or subcontract certain tasks, but will remain responsible for the work.

11.4 Severability

If any provision of this Agreement is found to be invalid, that provision will be severed, and the remainder of the Agreement will remain in full effect.

11.5 No Waiver

A failure by either party to enforce any right does not waive the right to enforce it later. Any waiver must be in writing.

11.6 Governing Law and Venue

This Agreement is governed by the laws of Graz, Austria, without regard to its conflict of law principles. Any disputes will be brought in the courts of Graz, Austria.

11.7 Dispute Resolution

Parties agree to first attempt to resolve any dispute through good-faith negotiation. If unresolved, either party may pursue resolution through the courts specified above. The prevailing party in a legal dispute may be entitled to recover reasonable attorneys' fees.

11.8 Notices

Official notices under this Agreement should be sent to the contact address (email or physical) specified in the project proposal.

11.9 Relationship of Parties

The relationship of Nexos and the Client is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

11.10 Headings and Interpretation

Section headings are for convenience only. This Agreement will not be interpreted against either party on the basis of who drafted it.

11.11 Electronic Signatures

This Agreement may be signed in counterparts. Electronic signatures and online acceptances are valid and binding

12. Monthly Design Subscription Plan Terms

The following terms apply only if you are subscribed to Nexos's Monthly Design Subscription ("Subscription") Plan. These terms override any conflicting general terms above, but only for the Subscription service.

12.1 Service Description

The Subscription provides unlimited design requests, which are completed one at a time in the order of priority set by you. "Unlimited" refers to the number of requests you may submit to your queue, not a guarantee of a specific volume of output. This service provides continuous design support, not parallel processing of multiple large projects.

12.2 Turnaround Time

Turnaround for most requests is estimated at approximately three (3) business days. This is an estimate, not a guarantee. Complex requests (e.g., multi-page UI designs, extensive brand guides) will require more time. The Subscription model is not intended for urgent, same-day deadlines.

12.3 Billing and Renewal

The Subscription is billed monthly in advance. Your billing cycle starts on your subscription date and renews on the same date each month. By subscribing, you authorize Nexos (or our payment processor) to automatically charge your chosen payment method each month until you cancel. If payment fails, service will be paused until payment is resolved.

12.4 Cancellation and Refunds

You may cancel your Subscription at any time. The cancellation will take effect at the end of your current, paid billing cycle. You will retain access to the service until the end of that period. No pro-rated refunds are given for unused time or unused request capacity during an active subscription period. The service is available to you for the entire period, and it is your choice how much to use it.

12.5 Pausing the Subscription

You may request to pause your Subscription. Pauses must be requested in writing and will take effect at the end of the current, paid billing cycle. We do not pause subscriptions mid-cycle or "bank" unused days. Service and billing will be suspended and will resume on a mutually agreed-upon future date.

12.6 Fair Use Policy

The Subscription is intended for the design needs of a single brand or entity and may not be resold or shared with unrelated third parties. While there is no strict cap on requests, if the volume or complexity of requests is deemed abusive or not feasible for a one-task-at-a-time workflow, Nexos reserves the right to discuss a capacity-based solution (such as an additional subscription) or terminate the subscription.