Terms of Service

1. About these terms

Sections 3 and 15 to 16 apply to every visitor to this website. The remaining sections describe the standard framework applied to NexaCore engagements and are provided so that prospective clients and their procurement and legal teams can understand our normal contracting position before a formal process begins.

These terms are not themselves a contract for services. Services are provided exclusively under a signed master services agreement and one or more statements of work. Where anything in this page conflicts with a signed agreement, that agreement prevails in full.

By accessing this website you accept sections 3, 15 and 16. If you do not accept them, please stop using the site.

2. Definitions

3. Use of this website

This website is provided for general information about NexaCore and its services. Its content does not constitute professional advice, an offer capable of acceptance, or a representation about the results achievable in any particular engagement.

3.1 Permitted use

You may view, download and print pages from this site for your own internal business use. You must not:

• Republish, redistribute or commercially exploit content from this site without our written consent.
• Use automated means to scrape, harvest or systematically extract content, other than search engine indexing consistent with our robots directives.
• Attempt to gain unauthorised access to this site, its server, or any connected system or network.
• Introduce malicious code, or conduct penetration or load testing without prior written authorisation from security@nexacore.com.
• Use this site in a way that is unlawful, fraudulent, or that may damage, disable or impair it.

3.2 Accuracy and availability

We take reasonable care to keep content accurate and current but do not warrant that it is complete or error-free. Case study metrics describe outcomes achieved for a specific client in specific circumstances and are not a prediction of results for any other organisation. Certifications described on this site are current as at the effective date above; scope statements and certificates are available on request.

We may change, suspend or withdraw all or part of this site without notice, and we do not guarantee uninterrupted availability of the site itself. Contracted Service Levels apply only to services delivered under an Agreement, not to this website.

3.3 Third-party links

Where this site links to third-party resources, those links are provided for convenience. We do not control and are not responsible for the content, security or privacy practices of external sites.

4. Engagement structure

Every engagement is documented in a Statement of Work executed under an Agreement. Each Statement of Work sets out the scope, deliverables, acceptance criteria, named team, timeline, dependencies, assumptions and charges.

4.1 Change control

Any change to scope, timeline, charges or team composition requires a written change request signed by both parties. NexaCore will not commence chargeable work outside an executed Statement of Work or change request, and the Client is not liable for such work if it is performed.

4.2 Named team commitment

Personnel named in a Statement of Work will be assigned to the engagement for the period stated. NexaCore will not replace a named individual without the Client's prior written consent, except where replacement is unavoidable due to resignation, illness or other circumstances beyond our control. In those cases we will propose a replacement of equivalent seniority and fund a documented handover period at our own cost.

4.3 Acceptance

Deliverables are submitted for acceptance against the criteria in the Statement of Work. The Client has the acceptance period stated there — normally ten business days — to accept or to notify specific non-conformities in writing. NexaCore will remedy notified non-conformities at no charge. A Deliverable is deemed accepted if no notification is received within the acceptance period or if the Client uses it in production.

5. Client obligations

NexaCore's ability to meet timelines and Service Levels depends on the Client meeting the dependencies recorded in the Statement of Work. The Client will:

• Provide timely access to systems, environments, documentation and personnel as scheduled.
• Nominate an authorised representative empowered to make decisions and approve change requests.
• Ensure it holds all licences and third-party consents necessary for NexaCore to perform the services.
• Ensure Client Materials do not infringe third-party rights and may lawfully be provided to NexaCore.
• Maintain adequate backups of its own data independent of any service provided by NexaCore, unless backup is an express Deliverable.
• Notify NexaCore promptly of any change in its environment that materially affects the engagement.

Where a Client dependency is not met and this delays or increases the cost of delivery, NexaCore will notify the Client promptly, propose mitigation, and may raise a change request for the consequent impact. Relief is limited to the demonstrable effect of the delay.

6. Service levels and service credits

Managed services are delivered against Service Levels defined in the service level schedule. Our standard commitments, unless varied in a Statement of Work, are:

Where a Service Level is not met, service credits are calculated automatically against the monthly charge for the affected service on the scale set out in the schedule, and applied to the next invoice without the need for a claim. Service credits are the Client's sole financial remedy for a Service Level failure, except where failures are persistent, in which case the Client may terminate the affected service for material breach under section 13 without liability for early termination charges.

7. Fees, invoicing and expenses

Charges are as stated in the Statement of Work, exclusive of VAT and other applicable taxes. Fixed-price engagements are invoiced on achievement of the milestones listed. Managed capacity and managed services are invoiced monthly in arrears unless agreed otherwise.

• Invoices are payable within 30 days of the invoice date unless a different period is agreed.
• Pre-approved travel and subsistence expenses are recharged at cost, supported by receipts.
• Rates may be adjusted annually on 60 days' written notice, capped at the higher of 3% or the published consumer price index for the Client's jurisdiction.
• Undisputed overdue amounts may attract statutory interest. NexaCore will not suspend services for non-payment without at least 20 business days' written notice and an opportunity to remedy.
• Amounts disputed in good faith and notified within 15 business days of invoice may be withheld pending resolution; the undisputed balance remains payable.

8. Intellectual property

8.1 Background IP

Each party retains ownership of its Background IP. Neither party acquires rights in the other's Background IP except as expressly licensed.

8.2 Deliverables

On payment of the applicable charges, NexaCore assigns to the Client all intellectual property rights in bespoke Deliverables created specifically for that Client under the Statement of Work, including source code, configuration and documentation. This is our standard position and we do not retain ownership of client-specific work product.

8.3 NexaCore tooling

Where a Deliverable incorporates NexaCore Background IP — accelerators, frameworks, templates or reusable libraries — NexaCore grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, modify and maintain that component as part of the Deliverable, including the right to sublicense to third parties engaged to support it. That licence survives termination for any reason.

8.4 Open source and third-party components

Deliverables may include open source or third-party licensed components. These are listed in a bill of materials supplied with each release, together with their licences. Such components remain subject to their own licence terms and are excluded from the assignment in section 8.2.

8.5 Residual knowledge

Nothing prevents NexaCore personnel from using general skills, techniques and know-how retained in unaided memory, provided this does not involve the use or disclosure of Client Confidential Information or Client Background IP.

9. Confidentiality

Each party will keep the other's confidential information secret, use it only for the purposes of the Agreement, and disclose it only to personnel and professional advisers who need it and who are bound by equivalent obligations. These obligations continue for five years after the end of the Agreement, and indefinitely for information that constitutes a trade secret.

The obligations do not apply to information that is or becomes public through no breach, was already lawfully held without restriction, is independently developed, or is required to be disclosed by law — in which case the disclosing party will give as much notice as legally permitted.

NexaCore will not name a Client or use its marks in marketing without prior written consent. Case studies are published only where the client has approved the specific text and figures in writing.

10. Data protection and security

Where NexaCore processes personal data on the Client's behalf, it does so as a processor under a data processing agreement forming part of the Agreement, and in accordance with our Privacy Policy. NexaCore will process personal data only on documented instructions and will not appoint a sub-processor without prior written authorisation.

NexaCore maintains an information security management system certified to ISO/IEC 27001:2022 and attested annually under SOC 2 Type II. The security schedule to each Agreement sets out the specific technical and organisational measures applicable to that engagement, including encryption, access control, logging, vulnerability management and personnel screening.

NexaCore will notify the Client of any confirmed personal data breach affecting Client data without undue delay and in any event within 24 hours of confirmation, and will cooperate fully with the Client's regulatory notification obligations. Clients may audit NexaCore's compliance once per contract year on reasonable notice, or rely on our current certification reports in place of an on-site audit.

11. Warranties

NexaCore warrants that:

• Services will be performed with reasonable skill and care, in accordance with good industry practice, by suitably qualified and experienced personnel.
• Deliverables will materially conform to the specification in the Statement of Work for 90 days following acceptance, and NexaCore will remedy non-conformities notified in that period at no charge.
• Deliverables will not, to NexaCore's knowledge, infringe the intellectual property rights of any third party.
• NexaCore will comply with applicable anti-bribery, modern slavery, sanctions and employment law in performing the services.
• NexaCore will use up-to-date methods to check that Deliverables are free from malicious code before release.

Except as expressly stated, and to the extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded. NexaCore does not warrant that any software will be free from all defects or that operation will be uninterrupted.

12. Limitation of liability

Nothing in these terms or in any Agreement limits or excludes either party's liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any liability that cannot lawfully be limited or excluded.

Subject to the above, and unless a different position is agreed in the Agreement:

• Neither party is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of business opportunity or loss of goodwill, in each case whether direct or indirect.
• Each party's aggregate liability arising out of or in connection with the Agreement in any twelve-month period is limited to 125% of the charges paid or payable in that period for the affected Statement of Work.
• Liability for breach of confidentiality, for infringement of intellectual property rights, and for a data protection breach caused by NexaCore's failure to implement the agreed security measures is subject to a separate and higher cap stated in the Agreement.
• NexaCore maintains professional indemnity, cyber liability and public liability insurance at levels stated in the Agreement. Certificates are available on request.

Each party will take reasonable steps to mitigate loss. Neither party is liable to the extent that a loss results from the other's failure to perform its own obligations.

13. Term, suspension and exit

An Agreement continues until terminated in accordance with its terms. Statements of Work run for the period stated. Managed services carry a minimum initial term of twelve months unless agreed otherwise.

13.1 Termination

Either party may terminate an Agreement or a Statement of Work:

• For material breach not remedied within 30 days of written notice specifying the breach.
• Immediately, if the other party becomes insolvent, enters administration or ceases to trade.
• For convenience, on the notice period stated in the Statement of Work — normally 90 days for managed services — subject to payment for work performed and any documented, unavoidable committed costs.

13.2 Exit assistance

Every managed service Statement of Work includes a priced exit plan. On termination for any reason, NexaCore will provide exit assistance for the period stated — normally up to six months — including knowledge transfer, documentation handover, data extraction in an agreed open format, and reasonable cooperation with an incoming supplier. Exit assistance is chargeable at the rates in the Statement of Work unless termination is for NexaCore's material breach, in which case the first 60 days are provided at no charge.

13.3 Effect of termination

Termination does not affect accrued rights. Sections 8 (Intellectual property), 9 (Confidentiality), 10 (Data protection), 12 (Limitation of liability), 13.2 (Exit assistance) and 16 (Governing law) survive termination.

14. Force majeure

Neither party is liable for failure or delay in performing its obligations caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, national emergency, failure of public utilities or telecommunications networks, or an act of government.

The affected party must notify the other promptly, use reasonable endeavours to mitigate, and resume performance as soon as practicable. NexaCore maintains business continuity arrangements certified to ISO 22301:2019 and exercised twice yearly. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Statement of Work on written notice without liability other than for services already performed. Inability to pay is never a force majeure event.

15. General provisions

• Entire agreement. An Agreement, with its schedules and Statements of Work, is the entire agreement between the parties and supersedes prior discussions, save that nothing excludes liability for fraudulent misrepresentation.
• Assignment. Neither party may assign or novate without the other's written consent, not to be unreasonably withheld, except to a group company or in connection with a transfer of substantially all of its business.
• Subcontracting. NexaCore may subcontract elements of delivery but remains fully responsible for subcontractor performance, and will disclose material subcontractors on request.
• Non-solicitation. During an engagement and for six months afterwards, neither party will actively solicit personnel materially involved in it. This does not restrict general recruitment advertising or responses to it.
• Notices. Notices must be in writing and sent to the addresses in the Agreement, and are effective on delivery or, if sent by email to a nominated address, on acknowledgement of receipt.
• Variation. No variation is effective unless in writing and signed by an authorised representative of each party.
• Waiver. Failure or delay in exercising a right does not waive it, and a single or partial exercise does not prevent further exercise.
• Severance. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary, and the remainder continues in full force.
• Third-party rights. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999, except that group companies of the Client may enforce service commitments where the Agreement so provides.
• Relationship. Nothing creates a partnership, joint venture or employment relationship between the parties.
• Counterparts. An Agreement may be executed in counterparts, including by electronic signature, each of which is an original.

16. Governing law and disputes

These terms, and any Agreement that does not specify otherwise, are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court to protect confidential information or intellectual property.

Where the contracting NexaCore entity is established in another jurisdiction, the Agreement may specify that jurisdiction's law and courts instead. Agreements with United States clients are normally governed by the laws of the State of New York.

16.1 Escalation

Before commencing proceedings, the parties will attempt to resolve any dispute through the following escalation, unless urgent injunctive relief is required:

1. Engagement lead and Client project sponsor — within 5 business days of notice.
2. NexaCore practice director and Client executive sponsor — within 10 business days.
3. NexaCore executive committee member and Client board-level sponsor — within 20 business days.
4. Mediation under the CEDR Model Mediation Procedure, if the dispute remains unresolved after 30 business days.

Questions about these terms may be sent to legal@nexacore.com or raised through our contact page.