Terms &
Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client") and Nexa AI Solution ("Company"), a technology services company specializing in AI automation, web development, and enterprise software solutions.

By engaging our services, signing a proposal or service agreement, making any payment, or using any deliverables provided by us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our services.

These Terms apply to all services provided by Nexa AI Solution, including but not limited to AI assistant development, WhatsApp automation, workflow automation, web development, AI software solutions, and related consulting services.

The scope, specifications, timelines, and deliverables for each project shall be defined in a separate Statement of Work (SOW) or written proposal mutually agreed upon by both parties. Our services may include:

• AI Automation: Design, development, and deployment of AI assistants, WhatsApp automation bots, AI agents, and intelligent workflow solutions.
• Web Development: Design and development of responsive websites, e-commerce platforms, landing pages, web applications, and content management systems.
• AI Software Development: Custom SaaS platforms, AI-powered dashboards, internal enterprise tools, REST APIs, and intelligent business applications.
• Maintenance & Support: Ongoing technical support, bug fixes, security updates, and feature enhancements as per agreed maintenance plans.

Any requirements outside the agreed SOW will constitute a change request and may result in additional charges and timeline adjustments, communicated in writing prior to execution.

Unless otherwise stated in the SOW or proposal:

• An advance payment of 50% of the total project cost is required before work commences.
• The remaining 50% is due upon project completion and before final delivery of all assets and source code.
• For ongoing maintenance plans, payments are due on a monthly or quarterly basis as agreed.
• All invoices are payable within 7 business days of issuance.
• Late payments may incur a penalty of 2% per month on the outstanding balance, compounded monthly.

We accept payments through bank transfer, UPI, and other methods as communicated in writing. All prices are quoted in the currency specified in the proposal and are exclusive of applicable taxes (including GST where applicable) unless stated otherwise.

Work may be paused or deliverables withheld if payment obligations are not met within the specified timeframe. Nexa AI Solution shall not be liable for any delays caused by withheld deliverables due to outstanding payments.

Refunds are handled on a case-by-case basis with the following guidelines:

• Before work begins: Full refund of any advance payment, minus a 10% administrative processing fee.
• During development (less than 30% complete): 50% refund of the total project cost paid to date.
• During development (30%–70% complete): 25% refund. Client receives all completed work up to the cancellation date in its current state.
• After 70% completion or upon project delivery: No refund is applicable. Client retains all deliverables produced.

Cancellation requests must be submitted in writing via email to nexaaisolution@gmail.com. The effective date of cancellation is the date the written request is received and acknowledged by Nexa AI Solution.

Refunds, where applicable, will be processed within 14 business days via the original payment method.

Upon receipt of full and final payment, intellectual property rights are transferred as follows:

• Client-Owned: All custom code, designs, content, and deliverables specifically created for the Client's project belong exclusively to the Client after full payment.
• Company-Retained: Pre-existing code, proprietary frameworks, libraries, tools, algorithms, and methodologies developed by Nexa AI Solution prior to or independently of the project remain the Company's intellectual property. A non-exclusive, perpetual license is granted to the Client for their use within the delivered product.
• Third-Party: Any third-party software, APIs, or open-source components used are subject to their respective licenses and terms, which the Client acknowledges and accepts.

We reserve the right to showcase completed projects (in a non-confidential manner) in our portfolio, case studies, and marketing materials unless explicitly prohibited in writing by the Client prior to project commencement.

Both parties agree to maintain strict confidentiality of all proprietary or sensitive information shared during the engagement. This includes but is not limited to: business strategies, technical specifications, client data, trade secrets, financial information, and project details.

This obligation of confidentiality shall survive the termination of the engagement for a period of 3 years. A separate Non-Disclosure Agreement (NDA) may be executed upon request at no additional cost.

Nexa AI Solution will not disclose any client-specific information to third parties without explicit written consent, except where required by law.

To ensure timely and successful project delivery, the Client agrees to:

• Provide all necessary content, assets, credentials, and information in a timely and complete manner.
• Respond to communications and feedback requests within 3 business days.
• Designate a single, authorised point of contact for project-related communications.
• Review and approve or reject deliverables within the agreed review period (default: 5 business days). Silence after this period shall constitute tacit approval.
• Ensure compliance with any required third-party licenses, intellectual property rights, or legal permissions related to content or assets provided to Nexa AI Solution.
• Ensure that all data provided to us for use in AI or automation systems is lawfully collected and that the Client holds the necessary rights to use it.

Delays caused by the Client's failure to meet these responsibilities may result in project timeline extensions and additional costs, which are not the liability of Nexa AI Solution.

To the maximum extent permitted by applicable law:

• No Indirect Damages: Nexa AI Solution shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses arising from your use of our services.
• Liability Cap: Our total aggregate liability for any claim arising out of or relating to these Terms or any service provided shall not exceed the total amount paid by the Client for the specific service giving rise to the claim during the three (3) months immediately prior to the event causing the claim.
• Third-Party Platform Outages: We are not liable for any downtime, service interruptions, or losses resulting from outages of third-party platforms (including but not limited to Meta/WhatsApp Business API, Google Cloud, AWS, OpenAI) or force majeure events.
• Client-Supplied Data: We are not liable for any outcomes arising from incorrect, incomplete, or unlawfully collected data supplied by the Client.

Nexa AI Solution warrants that:

• All services will be performed in a professional, competent, and workmanlike manner.
• Deliverables will substantially conform to the agreed specifications in the SOW.
• A 30-day warranty period after project delivery is provided, covering bug fixes directly related to the delivered scope at no additional charge.

Beyond the warranty period, bug fixes and enhancements are available through our maintenance plans at standard rates. We do not warrant that software will be entirely free of errors or will operate uninterrupted at all times. We expressly disclaim all other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose, unless otherwise agreed in writing.

Our services include the implementation of Artificial Intelligence (AI) models, including Large Language Models (LLMs). By using these services, you acknowledge and agree that:

• Inaccuracy Risk: AI-generated content may occasionally contain errors, hallucinations, or inaccurate information. The Company does not guarantee 100% accuracy of any AI-generated responses or outputs.
• Client Oversight: The Client is solely responsible for reviewing and validating any AI-generated content before it is used for critical business decisions, customer-facing communications, legal, medical, or financial purposes.
• Model Limitations: The capabilities of AI models are subject to the inherent limitations of underlying third-party technology (e.g., Google Gemini, OpenAI GPT). The Company is not responsible for biases, limitations, or changes in behaviour resulting from updates to these underlying models.
• No Professional Advice: AI outputs do not constitute legal, financial, medical, or professional advice. Clients should consult qualified professionals for such matters.

You agree not to use our services to:

• Generate or distribute spam, unsolicited bulk messages, phishing attempts, or deceptive content.
• Engage in any illegal activities, promote harmful content, or violate applicable laws or regulations of India or any other jurisdiction.
• Interfere with or disrupt the integrity, performance, or availability of the services or any associated systems or networks.
• Attempt to gain unauthorised access to any service, account, computer system, or network connected to our services.
• Use AI automation to harass, impersonate, or deceive individuals without their informed consent.
• Violate the WhatsApp Business Policy, Meta Platform Terms, or any other applicable third-party platform terms when using our automation solutions.

Violation of this policy may result in immediate termination of services without refund, and may be reported to the relevant authorities where required by law.

You agree to indemnify, defend, and hold harmless Nexa AI Solution and its directors, employees, consultants, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including reasonable legal fees) arising from:

• Your use of and access to our services.
• Your violation of any term of these Terms.
• Your violation of any third-party right, including without limitation any copyright, intellectual property, data protection, or privacy right.
• Any content or data you supply that infringes or is alleged to infringe upon the rights of a third party.

These Terms shall be governed by and construed in accordance with the laws of the Republic of India, including the Information Technology Act, 2000, and its amendments. Any disputes arising out of or in connection with these Terms shall be resolved through:

1. Negotiation: Both parties shall first attempt to resolve disputes amicably through good-faith written negotiation within 15 days of notice.
2. Mediation: If negotiation fails, the matter shall be referred to a mutually agreed-upon mediator.
3. Arbitration: If mediation is unsuccessful, disputes shall be resolved through binding arbitration in Rajasthan, India, in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English.

The courts of Rajasthan, India shall have exclusive jurisdiction for any matters that cannot be resolved through arbitration.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed from these Terms if modification is not possible. The remaining provisions shall continue in full force and effect.

These Terms, together with any signed SOW, proposal, or written agreement between the parties, constitute the entire agreement between you and Nexa AI Solution with respect to the subject matter herein and supersede all prior oral and written understandings, representations, or agreements relating to the same.

No amendment, modification, or waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorised representative of Nexa AI Solution.

Nexa AI Solution reserves the right to update or modify these Terms at any time. Material changes will be communicated via our website and, where applicable, via email to active clients. Changes will be effective 7 days after posting. Continued use of our services after any modifications constitutes acceptance of the revised Terms.

We encourage you to review these Terms periodically. The current version is always available at nexaaisolution.com/terms.

For questions, concerns, or requests regarding these Terms, please contact us: