Terms and Conditions

These Terms and Conditions (“Terms”) govern the agreement between Nexevolve (“we,” “us,” “our”) and the client (“you,”
“your”) concerning the provision of our services. By engaging our services, you agree to these Terms. This document
supersedes any previous agreements or understandings, whether verbal or written.

Nexevolve offers a range of services, including but not limited to:

• Odoo ERP Solutions: Consultation, implementation, customization, training, and support for Odoo ERP systems
• AWS Cloud Services: Migration, architecture design, cost optimization, and ongoing maintenance for AWS cloud
  environments.
• Web Development: Creation of responsive websites, CMS solutions, e-commerce platforms, and SEO-optimized web
  designs.
• Digital Marketing: Strategies including social media management, pay-per-click (PPC) campaigns, SEO services, and
  content creation.

The specifics of each service, including timelines, deliverables, and scope, will be outlined in individual project
agreements or proposals.

• Term and effect: Quotes will only be valid for 30 days unless otherwise specified in the Quote, or otherwise advised in
  writing. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not
  create a binding contract between You and Us.
• The Quote is valid for period specified on the Quote/proposal. Expiry dates on Quotes are set to be able to inform Us
  when the quote is still active or to be discarded. Once discarded the Quote will need to be requested again.
• Once a Quote has been confirmed by Us, then the prices in the Quote will be confirmed as the final agreed price. A
  Quote is confirmed as ‘final’ as soon as both parties agree with the final price after any last changes requested by
  You.
• The price in the final Quote may vary from the original request if there is any price or product changes requested by
  You. During the validity period of the Quotation, vendor pricing may be subject to change based on product pricing
  adjustments or exchange rate fluctuations. These fluctuations lie outside of our control, therefore We reserve the right
  to update the product pricing accordingly.
• Considerable care has been taken in the preparation of this quotation, however inaccuracies may occur and We
  cannot therefore accept responsibility for any errors, omissions or changes during the validity of this quote. Should
  any errors or omissions be identified, We will update the Quote accordingly and provide You with the revised Quote.
• Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at
  the time the Quote or estimate is given. If You later require any changes to the Quotes, and We agree to the changes,
  these changes will be charged at Our prevailing rate.
• Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and
  Condition of Sale.
• The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a Quote
  is required urgently please let us know so that we can respond to it accordingly.
• When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus
  offer will be applicable.
• In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our
  control, We reserve the right to update the price and product in the Quote accordingly before or after Quote approval.
  If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a
  product that is no longer available, the product will then be replaced or substituted based on Your request and is
  subject to Your final approval.
• Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the
  Quote is turned into an Order. While We endeavor to honor every price quoted, if there is a price increase that is
  beyond our control, We reserve the right to increase the price as necessary.
• Once a Quote has already passed the expired date, We may cancel the Quote or estimate without having to notify or
  receive an approval from You.
• ETA information is based on an estimate given by our vendors and cannot be held as the actual promised date.
• Freight on the quoted product is subject to price fluctuations and can only be confirmed once the Quote has been
  converted to an Order. While we endeavor to honor every price quoted, if there is a price increase that is beyond our
  control, we reserve the right to increase the price as we deem necessary.
• We do not keep inventory, and as such only order items once we receive a completed Order from You. If You would
  like to return an item or cancel an Order, a restocking fee may apply. We will need to get approval from the distributor
  that the stock is returnable before being able to issue a refund as not all products can be returned.
• Prices are quoted on the basis that all Quoted items are purchased.
• Unless specified, all items on the Quote are covered by manufacturer’s warranty covering parts and labour for
  hardware only on a return to depot basis.
• Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without
  prior notice to You. We may do so for any reason We consider fit, including, where the Goods or Services become
  unavailable or the cost price of Goods or Services increases after the date of the Quote.
• We will have no liability to You or an end user in relation to any loss, damage or expense caused, Our failure to
  complete an order or delivery or contract as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft,
  crime, strike, lock-out, war or the inability of Our suppliers to supply necessary materials, or any other matter beyond
  Our control.

These General Terms of Sale govern the sale of products and services by Nexevolve and its affiliates (collectively,
“Nexevolve”) to the client. Additional terms may apply for services provided by Nexevolve (for example, the Enterprise
Subscription Agreement). If these additional terms are inconsistent with the General Terms of Sale, the additional terms
will prevail over these General Terms of Sale.

Please read these terms carefully before placing an order with Nexevolve. By accepting an order with Nexevolve, the
client marks their acceptance of these terms.

• The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard
  terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
• Our invoices are payable within 21 working days, unless another payment timeframe is indicated on either the invoice
  or the order. In the event of non-payment by the due date, Nexevolve reserves the right to request a fixed interest
  payment amounting to 15% of the sum remaining due. Nexevolve will be authorised to suspend any provision of
  services without prior warning in the event of late payment.
• If a payment is still outstanding more than sixty (60) days after the due payment date, Nexevolve reserves the right to
  call on the services of a debt recovery company. All legal expenses will be payable by the client.
• Certain countries apply withholding at source on the amount of invoices, in accordance with their internal legislation.
  Any withholding at source will be paid by the client to the tax authorities. Under no circumstances can Nexevolve
  become involved in costs related to a country’s legislation. The amount of the invoice will therefore be due to
  Nexevolve in its entirety and does not include any costs relating to the legislation of the country in which the client is
  located.
• For clients with a global presence, the applicable pricing is always based on the client location with the highest price
  list, unless otherwise specified in writing at the time of purchase.
• Monthly Subscriptions are only available for hosting on the Cloud Platform. Payment of Monthly Subscriptions can only
  be made by credit card or an equivalent supported automatic debit method. Nexevolve reserves the right to refuse
  any Monthly Subscription that does not comply with these conditions.
• Nexevolve undertakes to do its best to supply services in due time in accordance with the agreed timeframes.
  However, none of its obligations can be considered as being an obligation to achieve results. Nexevolve cannot, under
  any circumstances, be required by the client to appear as a third party in the context of any claim for damages filed
  against the client by an end consumer.
• In order for it to be admissible, Nexevolve must be notified of any claim by means of a letter sent by recorded delivery
  to its registered office within 8 days of the delivery of the goods or the provision of the services.
• To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising will
  not exceed 50% of the total amount paid by the Customer under these terms during the 12 months immediately
  preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

Nexevolve reserves the right to modify these terms at any time without prior notice. The client will be subject to the terms
in force at the time of acceptance of those terms.

• Data and Access: Clients must provide timely access to all necessary data, systems, and resources required for
  project execution. This includes granting permissions for third-party software if applicable.
• Approvals and Feedback: Clients are expected to provide timely feedback and approvals at key project milestones.
  Delays in providing feedback may affect the project schedule and could result in additional charges.
• Compliance: Clients must ensure compliance with all relevant laws and third-party agreements, including software
  licenses and hosting terms.
• Content and Materials: Clients are responsible for ensuring the accuracy, legality, and completeness of all content
  provided for use in the project.

• Invoicing: Payment schedules, including milestone-based payments, will be detailed in the individual project
  agreement. All payments must be made in the currency specified in the invoice.
• Late Payments: Payments not received by the due date may incur a late fee of 1.5% per month or the maximum
  amount permitted by law, whichever is lower.
• Refund Policy: Payments for completed milestones or delivered services are non-refundable. Requests for
  cancellations must be communicated in writing, and refunds for partially completed projects will be evaluated on a
  case-by-case basis.
• Taxes: All fees are exclusive of applicable taxes. Clients are responsible for any taxes, duties, or charges arising from
  the provision of our services.

• Deliverables: Ownership of final deliverables will transfer to the client upon receipt of full payment. Until payment is
  completed, all work remains the intellectual property of Nexevolve.
• Proprietary Tools and Frameworks: Any proprietary tools, frameworks, or methodologies used during project
  execution remain the sole property of Nexevolve.
• Client Content: Clients retain ownership of any content they provide. By submitting content, clients grant us a nonexclusive, royalty-free license to use it solely for the purpose of fulfilling the project.

• Obligations: Both parties agree to maintain the confidentiality of all proprietary or sensitive information shared during
  the engagement. This obligation extends beyond the termination of the agreement.
• Exclusions: Confidentiality does not apply to information that is publicly available, independently developed, or
  required to be disclosed by law.

• Service Quality: We warrant that services will be performed in a professional and workmanlike manner consistent
  with industry standards.
• Third-Party Dependencies Nexevolve is not responsible for disruptions or failures caused by third-party software,
  services, or platforms.

Limitations: Except as explicitly stated, we disclaim all implied warranties, including merchantability, fitness for a
particular purpose, and non-infringement.

Limitation of Liability: Our total liability for any claim arising from this agreement is limited to the amount paid for the
specific service in question. We are not liable for any indirect, incidental, or consequential damages, including loss of
profits or data.

• Termination by Client: Clients may terminate the agreement with written notice. Refunds or compensation will be
  addressed in accordance with Section Refund Policy.
• Termination by Nexevolve: We reserve the right to terminate the agreement in the event of non-payment, breach of
  terms, or other justifiable reasons. Upon termination, all outstanding invoices become immediately due.
• Post-Termination Obligations: Both parties are required to return or destroy confidential information upon
  termination. Access to any deliverables or systems will be restricted until all payments are settled.

Dispute Resolution All disputes will initially be resolved through good-faith negotiation. If unresolved, disputes will be
settled through binding arbitration in accordance with the laws of the jurisdiction specified in the project agreement.

Amendments We reserve the right to amend these Terms from time to time. Clients will be notified of any changes, which
will apply to future engagements. For ongoing projects, mutual consent is required for amendments.

Governing Law w This agreement is governed by the laws of [insert jurisdiction]. Any legal proceedings must be filed within
the courts of this jurisdiction.

• Force Majeure: Neither party is liable for delays or failure to perform resulting from events beyond reasonable control,
  such as natural disasters, government actions, or labor disputes.
• Entire Agreement: These Terms, along with any project-specific agreements, represent the entire understanding
  between the parties.
• Severability: If any provision of these Terms is deemed unenforceable, the remaining provisions remain in full effect.
• Notices: All notices must be delivered in writing to the respective party’s designated contact information.