Terms of Service

Nexora provides professional services in the following disciplines:

• Cybersecurity — threat modelling, security audits, penetration testing, vulnerability assessments, and security by design
• Custom software development — backend systems, APIs, and web applications
• System architecture — architecture design, technical review, and documentation
• Cloud infrastructure — provisioning, configuration, and management on AWS, Azure, and Google Cloud
• DevSecOps — CI/CD pipeline design, automation, and secure delivery

The specific deliverables, timelines, and fees for any engagement are set out in a written Scope of Work (“SOW”) or Statement of Work agreed between the parties before work commences. In the event of a conflict between these Terms and an SOW, the SOW takes precedence for that engagement.

Our services are intended for business clients only. By engaging Nexora, you represent that:

• You are acting on behalf of a business, company, or organisation, not as a private individual consumer
• You have the authority to enter into a binding agreement on behalf of that organisation
• You are at least 18 years of age
• The engagement does not violate any applicable law or regulation in your jurisdiction

To enable us to deliver the agreed services, you agree to:

• Provide accurate, complete, and up-to-date information about your systems, requirements, and constraints
• Grant necessary access to systems, repositories, and documentation required for the engagement
• Provide timely feedback, approvals, and decisions to avoid blocking progress
• Designate an appropriate point of contact who is authorised to make decisions on your behalf
• Ensure that any third-party materials you provide do not infringe intellectual property rights or applicable law
• Maintain appropriate backups of your systems and data before and during our engagement

We are not liable for delays or failures caused by your failure to fulfil these responsibilities.

Each party agrees to keep the other's confidential information strictly confidential and not to disclose it to third parties without the other's prior written consent, except:

• Where disclosure is required by applicable law or a court or regulatory order
• To the disclosing party's employees or contractors who need to know it and are bound by equivalent confidentiality obligations
• Where the information is or becomes publicly available through no fault of the receiving party

This obligation survives termination of the engagement for a period of [X years — TODO: confirm with legal counsel].

Where the parties have entered into a separate non-disclosure agreement (NDA), that NDA applies in addition to this clause.

All fees, payment schedules, and currencies are set out in the applicable SOW. Unless otherwise stated:

• Invoices are payable within [X days — TODO: confirm standard payment terms] of the invoice date
• Late payments may incur interest at [X% per month — TODO: confirm with legal counsel] from the due date
• All fees are exclusive of applicable taxes (including VAT, GST, or withholding tax), which are the Client's responsibility
• Where a project requires third-party services or licences, these costs will be agreed in advance and invoiced separately or included in the SOW

We reserve the right to pause or suspend work on an engagement where invoices remain unpaid beyond their due date, without liability for resulting delays.

To the maximum extent permitted by applicable law:

• Our total aggregate liability to you under or in connection with any engagement — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid or payable by you under the relevant SOW in the 12 months preceding the claim
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of data, loss of business, or loss of goodwill, even if we have been advised of the possibility of such damages
• We are not liable for delays or failures caused by circumstances outside our reasonable control (force majeure), including internet outages, third-party service failures, or acts of government

Nothing in these Terms limits our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of [Governing Law — TODO: confirm with legal counsel].

The courts of [Jurisdiction — TODO: confirm with legal counsel] shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, subject to the dispute resolution process in Section 11.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through the following process:

• Good faith negotiation: the parties will attempt to resolve the dispute directly, with senior representatives of each party meeting within 14 days of written notice of a dispute
• Mediation: if negotiation fails, the parties will attempt mediation with a mutually agreed mediator within 30 days
• Litigation or arbitration: if mediation fails, either party may pursue their legal remedies

Nothing in this section prevents either party from seeking urgent injunctive or emergency relief from a court of competent jurisdiction.

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes by email or by posting a notice on our website. Continued use of our services after the effective date of changes constitutes acceptance of the updated Terms.

Changes do not apply retroactively to ongoing engagements covered by an existing SOW, unless both parties agree in writing.

For questions about these Terms, contractual queries, or to request a copy of a signed SOW, contact us at: