Legal
Terms & Conditions
1. Introduction
Welcome to NexaFlow AI Ltd. These Terms & Conditions (“Terms”) govern the provision of services by NexaFlow AI Ltd, registered in Ireland, whose registered address is 10 Griffin Drive East, Ard Griffin, Cork, Ireland, P25 Y6C8 (“NexaFlow”, “we”, “us”, or “our”) to its clients (“you” or the “Client”).
By engaging our services, requesting a proposal, or accepting a quotation, you agree to be bound by these Terms. Please read them carefully before entering into any agreement with us.
2. Definitions
- “Agreement” means the contract formed between you and NexaFlow comprising these Terms, the proposal or quotation, and any Statement of Work or service order;
- “Deliverables” means the products, software, automations, integrations, documentation and other outputs we produce for you;
- “Services” means the AI, automation, software development and related services described in the Agreement;
- “Fees” means the fees payable by you as set out in the proposal or quotation;
- “Client Materials” means any data, content, systems, accounts or materials you provide to us in connection with the Services.
3. Our Services
NexaFlow provides artificial intelligence, automation, software development and related technology services, including:
- AI chatbot and large language model (LLM) integration;
- Workflow automation using platforms such as Make.com, n8n and Zapier;
- SaaS and web application development;
- AI-powered CRM and management systems;
- API and platform integrations;
- Ongoing AI support and retainer packages.
The precise scope, deliverables, timeline and fees for each project will be set out in a proposal, quotation or Statement of Work issued by us. Unless otherwise agreed in writing, that document, together with these Terms, forms the entire Agreement.
4. Quotations, Pricing & Payment
Quotations
Proposals and quotations are valid for a period of 30 days from the date of issue, unless stated otherwise. We reserve the right to revise a quotation if the scope of work changes or if Client Materials are not provided in a timely manner.
Pricing
All projects are fixed-price unless otherwise agreed in writing. Prices are quoted in Euro (EUR) exclusive of VAT, which will be charged at the applicable rate. Additional work outside the agreed scope will be quoted separately and requires your written approval before it is carried out.
Payment
Unless otherwise agreed in the proposal:
- A deposit of 50% of the project fee is payable before work commences;
- The balance is payable on completion of the project, or on the milestones stated in the Agreement;
- Retainer packages are invoiced monthly in advance;
- Invoices are payable within 14 days of the invoice date.
If a payment is overdue, we may suspend work until payment is received. We may charge interest on late payments at the rate permitted by applicable law.
5. Project Timelines
We provide estimated timelines in good faith based on the scope described in the Agreement. Typical automation projects are delivered in 1 to 3 weeks, and larger software builds in 6 to 16 weeks.
Timelines are dependent on the timely provision of Client Materials, access to required systems, and your feedback and approvals. Delays caused by you, or by third-party platforms beyond our reasonable control, will extend timelines accordingly. Time is not of the essence unless expressly agreed in writing.
6. Client Obligations
You agree to:
- Provide accurate and complete information and materials required for the project;
- Provide timely access to any third-party systems, accounts or APIs required to deliver the Services;
- Ensure you have the authority and rights to share all Client Materials and third-party data with us;
- Review and provide feedback on deliverables within agreed timeframes;
- Comply with the terms of any third-party platforms used as part of the Services;
- Maintain appropriate backup, security and compliance controls over your own systems.
We are not responsible for delays, failures or additional costs caused by your failure to meet these obligations.
7. Intellectual Property
Our intellectual property
We retain all right, title and interest in our tools, templates, methodologies, frameworks, pre-existing code, libraries and know-how, including any improvements or developments made during the project (“NexaFlow IP”). We may reuse NexaFlow IP in other projects provided this does not infringe your confidential information.
Deliverables
Upon full payment of all fees, we assign to you all rights in the custom Deliverables created specifically for you under the Agreement, excluding any third-party licences and any NexaFlow IP incorporated into them.
Client Materials
You retain all rights in Client Materials. You grant us a non-exclusive licence to use Client Materials solely for the purpose of delivering the Services, including the right to authorise our subcontractors to use them for the same purpose.
8. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party, including business plans, client data, financial information and technical details (“Confidential Information”). Confidential Information will only be used for the purpose of performing the Agreement and will not be disclosed to any third party except:
- To employees, contractors and subcontractors who need to know it to perform the Agreement;
- Where required by law or a competent authority;
- With the prior written consent of the disclosing party.
This obligation survives the termination of the Agreement.
9. Data Protection
Each party will comply with its obligations under applicable data protection law, including the GDPR and the Irish Data Protection Act 2018. Where we process personal data on your behalf, we will do so in accordance with your documented instructions and as set out in our Data Processing Agreement, which forms part of the Agreement.
Where third-party platforms or AI providers are used to deliver the Services, the processing of data will be subject to the terms and privacy policies of those providers and the applicable terms agreed between us and you.
10. Warranties
We warrant that:
- The Services will be provided with reasonable skill and care and in accordance with the Agreement;
- We have the right and authority to enter into and perform the Agreement;
- Deliverables will, to the best of our knowledge, not infringe the intellectual property rights of any third party.
You warrant that you have the authority to enter into the Agreement and that all Client Materials provided by you comply with applicable law.
Unless otherwise agreed in writing, we provide a warranty period of 30 days from delivery during which we will correct reported defects in the Deliverables at no additional cost. This warranty does not apply to issues caused by third-party platforms, changes you make after delivery, or misuse of the Deliverables.
11. Limitation of Liability
- Nothing in these Terms limits liability that cannot be limited by law, such as liability for death or personal injury caused by negligence, or for fraud.
- To the maximum extent permitted by law, we will not be liable for any indirect, consequential, incidental or special damages, or for any loss of profits, revenue, data, goodwill or business opportunities, arising out of or in connection with the Agreement.
- Our total aggregate liability under the Agreement will not exceed the total Fees paid by you in the 12 months preceding the event giving rise to the liability.
- Where Services depend on third-party platforms, applications or APIs (including AI providers, Make.com, n8n, Zapier and similar), we are not liable for failures, downtime, changes or discontinuation of those third-party services.
- We do not guarantee that any particular results, savings or returns will be achieved through use of the Deliverables.
12. Termination
Either party may terminate the Agreement by giving 14 days’ written notice to the other party. We may terminate the Agreement immediately by written notice if:
- You fail to pay any amounts due when they fall due;
- You commit a material breach of the Agreement and fail to remedy it within 14 days of written notice;
- You become insolvent, enter liquidation or administration, or are otherwise unable to pay your debts as they fall due.
Upon termination:
- All amounts due and owing to us become immediately payable;
- We will deliver completed Deliverables and return or securely delete Client Materials as agreed;
- Sections which by their nature survive termination (including Intellectual Property, Confidentiality, Limitation of Liability and Governing Law) will continue to apply.
13. Subcontracting
We may engage subcontractors to assist in delivering the Services. We remain responsible for the performance of the Services and for the acts and omissions of our subcontractors as if they were our own.
14. Governing Law & Jurisdiction
These Terms and any Agreement are governed by the laws of Ireland. Any disputes arising out of or in connection with the Agreement will be subject to the exclusive jurisdiction of the courts of Ireland.
15. Changes to These Terms
We may update these Terms from time to time. Updated Terms will be posted on this page with a revised “Last updated” date. Where an Agreement is already in effect, the Terms applicable at the time the Agreement was entered into will continue to apply unless otherwise agreed in writing.
16. Contact Us
If you have any questions about these Terms, please contact us:
NexaFlow AI Ltd
10 Griffin Drive East, Ard Griffin, Cork, Ireland, P25 Y6C8
Email: sales@nexaflow.ie
Website: nexaflow.ie