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 software development.

By engaging our services, signing a proposal or service agreement, 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 chatbot development, workflow automation, web development, AI software solutions, and related consulting.

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

• AI Automation: Design, development, and deployment of AI chatbots, WhatsApp automation, 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, 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.

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.

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

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 fee.
• During development (less than 30% complete): 50% refund of the total project cost.
• During development (30%–70% complete): 25% refund. Client receives all completed work up to the cancellation date.
• After 70% completion or project delivery: No refund is applicable. Client retains all deliverables.

Cancellation requests must be submitted in writing via email to nexaaisolution@gmail.com.

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

• Client-Owned: All custom code, designs, content, and deliverables specifically created for the project belong to the Client.
• Company-Retained: Pre-existing code, frameworks, libraries, tools, and methodologies developed by Nexa AI Solution prior to or independently of the project remain the Company's intellectual property.
• Third-Party: Any third-party software, APIs, or services used are subject to their respective licenses and terms.

We reserve the right to showcase completed projects in our portfolio and marketing materials unless explicitly prohibited in writing by the Client.

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

This obligation of confidentiality shall survive the termination of the engagement for a period of 2 years. A separate Non-Disclosure Agreement (NDA) may be executed upon request.

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

• Provide all necessary content, assets, credentials, and information in a timely manner.
• Respond to communications and feedback requests within 3 business days.
• Designate a single point of contact for project-related communications.
• Review and approve deliverables within the agreed review period.
• Ensure compliance with any required third-party licenses or permissions.

Delays caused by the Client's failure to meet these responsibilities may result in project timeline extensions and 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.
• Liability Cap: Our total aggregate liability for any claim arising out of or relating to these Terms or the Service shall not exceed the total amount paid by the Client for the specific service during the three (3) months prior to the claim.
• Third-Party Outages: We are not liable for any downtime or losses resulting from outages of third-party platforms (e.g., Meta/WhatsApp, Google Cloud, AWS) or force majeure events.

We warrant that:

• All services will be performed in a professional and workmanlike manner.
• Deliverables will substantially conform to the agreed specifications in the SOW.
• A 30-day warranty period after project delivery is provided for bug fixes related to the delivered scope.

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 completely free of errors or uninterrupted.

These Terms shall be governed by and construed in accordance with the laws of India. 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 negotiation.
2. Mediation: If negotiation fails, the matter shall be referred to mediation.
3. Arbitration: If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with applicable arbitration rules.

Nexa AI Solution reserves the right to update or modify these Terms at any time. Changes will be effective immediately upon posting the updated Terms on our website. Continued use of our services after any modifications constitutes acceptance of the revised Terms.

We encourage you to review these Terms periodically for any changes.

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

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 the 100% accuracy of AI-generated responses.
• Client Oversight: The Client is responsible for reviewing and validating any AI-generated content before it is used for critical business decisions or public-facing communications.
• Model Limitations: The capabilities of AI models are subject to the limitations of the underlying technology (e.g., Google Gemini, OpenAI). The Company is not responsible for inherent model biases or limitations.

You agree not to use our services to:

• Generate or distribute spam, unsolicited messages, or deceptive content.
• Engage in illegal activities or promote harmful content.
• Interfere with or disrupt the integrity or performance of the services or the data contained therein.
• Attempt to gain unauthorized access to the services or their related systems or networks.

Violation of this policy may result in immediate termination of services without refund.

You agree to indemnify, defend, and hold harmless Nexa AI Solution and its employees from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of and access to the Service.
• Your violation of any term of these Terms.
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right.