Terms of Service

Definitions

"Client" means the individual or entity that engages NexSync to deliver services. "Services" means software development, design, AI, smart contract, video production, and related deliverables provided by NexSync. "Deliverables" means the final work products produced under a Statement of Work or written agreement. "Site" means nexsynchq.com and any subdomains.

Engagement & Scope of Work

All engagements are governed by a Statement of Work, proposal, or written quotation accepted by both parties. Each engagement defines its own scope, deliverables, timeline, milestones, and fees. Anything outside the agreed scope is a change request and may be billed separately at our then-current rates.

Verbal agreements are not binding. Engagements only commence after written acceptance and payment of the agreed deposit or first invoice, where applicable.

Fees, Invoicing & Payment

Fees are stated in the relevant proposal or invoice and are payable in the currency stated therein (typically Nigerian Naira or US Dollars). Unless otherwise agreed:

• A non-refundable deposit of between 30% and 50% is required to commence work.
• Milestone or balance payments are due within seven (7) days of invoice.
• Recurring services (retainers, subscriptions, hosting) are billed in advance.
• Late payments accrue interest at 2% per month or the maximum permitted by Nigerian law, whichever is lower.

Payments are processed through Paystack and other approved payment processors. By submitting payment, you agree to the terms of the relevant processor.

Taxes

All fees are exclusive of applicable taxes, including Value Added Tax (VAT), withholding tax, and any duties or levies. The Client is responsible for all such taxes except for those legally imposed on NexSync's net income.

Intellectual Property

Pre-existing materials

Each party retains ownership of intellectual property it owned prior to the engagement. NexSync's frameworks, libraries, methodologies, and tooling remain our property.

Final deliverables

Upon receipt of full payment, the Client is granted a perpetual, worldwide, royalty-free license to use the final Deliverables for the purpose contemplated in the Statement of Work. Where expressly stated, ownership of bespoke Deliverables transfers to the Client upon full payment.

Portfolio rights

Unless agreed in writing, NexSync retains the right to display non-confidential aspects of the work in our portfolio, case studies, and marketing materials.

Client Responsibilities

The Client agrees to:

• Provide timely, accurate, and complete information, content, and approvals required for the work to progress.
• Designate a single point of contact authorised to make decisions on the project.
• Ensure that any materials supplied to NexSync do not infringe third-party rights.
• Make payments in accordance with the agreed schedule.

Delays attributable to the Client may shift project timelines and may incur additional fees.

Revisions & Acceptance

Each Statement of Work specifies the number of revision rounds included. Additional revisions are billed hourly at our prevailing rate. Deliverables are deemed accepted upon written approval, after seven (7) days of inactivity following submission, or upon Client's use of the Deliverables in production — whichever occurs first.

Confidentiality

Each party agrees to keep the other party's confidential information strictly confidential and to use it solely for the purpose of performing the engagement. This obligation survives termination for a period of three (3) years.

Warranties & Disclaimers

NexSync warrants that the Services will be performed with reasonable skill and care in accordance with industry standards. Except as expressly stated in these Terms, the Services and Deliverables are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

NexSync does not warrant that the Deliverables will be error-free, uninterrupted, or compatible with all systems, devices, or future third-party services.

Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profit, revenue, data, or goodwill. NexSync's total aggregate liability for any claim arising out of or relating to these Terms or the Services is limited to the fees actually paid by the Client to NexSync for the specific engagement giving rise to the claim in the three (3) months preceding the event of liability.

Termination

Either party may terminate an engagement for material breach if the breach is not cured within fourteen (14) days of written notice. Upon termination, the Client shall pay all fees for work completed and expenses incurred up to the date of termination. Deposits and milestone payments already made are non-refundable except as set out in our Refund Policy.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of government, civil unrest, natural disasters, infrastructure or internet outages, pandemic, or strike action.

Governing Law & Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or relating to these Terms shall first be addressed through good-faith negotiation. Failing resolution within thirty (30) days, the dispute shall be referred to arbitration in Lagos, Nigeria, under the Arbitration and Conciliation Act, before a single arbitrator.

Modifications

We may update these Terms from time to time. The "Effective" date at the top of this page indicates the latest revision. Continued use of our services after a revision constitutes acceptance of the updated Terms.

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