These General Terms and Conditions define the legal framework for working with Nexops360 LLC and apply exclusively to business customers (B2B). They describe how contracts are formed, how services are delivered, and how responsibilities are allocated.
Where a Master Service Agreement (MSA) or Statement of Work (SOW) exists, those documents take precedence. The full legal terms are set out below.
1. Scope of Application
These General Terms and Conditions (“GTC”) apply exclusively to business customers (B2B). Consumers are excluded. The GTC govern all contractual relationships between Nexops360 LLC (“Provider”) and its Clients, unless expressly agreed otherwise in writing.
Any general terms and conditions of the Client that conflict with or deviate from these GTC shall not apply, even if the Provider does not expressly object to them, unless the Provider has expressly agreed in writing.
If a Master Service Agreement (MSA) exists between the parties, the MSA shall govern and take precedence over these General Terms and Conditions (GTC). The GTC apply only if they do not conflict with the MSA.
2. Contract Formation
A contract is concluded when:
the Provider confirms the Client’s order in writing or electronically (including by email), or
the Provider commences service delivery.
Individual Consulting Agreements or Statements of Work (SOW) take precedence over these GTC.
These GTC apply to website-based inquiries, bookings, and orders as the publicly available terms at the time of contract formation.
3. Services
The scope of services results from the Consulting Agreement and/or the Statement of Work (SOW). The Provider performs consulting and related services in line with industry standards and with reasonable care and skill. Adjustments to the agreed scope require written confirmation.
Unless otherwise agreed upon in writing, all services are provided on an advisory basis only. They do not constitute implementation, operational execution, or a guarantee of specific results.
The foregoing does not restrict any satisfaction warranty expressly stated in these GTC in respect of a specific product or service.
4. Compensation and Payment Terms
Fees shall be agreed upon individually in the Consulting Agreement or SOW. Payment milestones and conditions defined in an applicable SOW shall prevail.
Unless otherwise specified, 50% of the agreed-upon fee is payable upfront, before services begin, and the remainder is payable upon delivery.
Where services have not yet commenced at the effective termination date, the Provider will refund the portion of prepaid fees corresponding to services not yet performed, less any reasonable preparation costs already incurred. This provision does not affect the mandatory rights of Australian clients under the Australian Consumer Law.
Invoices are payable within 14 days of receipt, without deduction.
In the event of a late payment, the outstanding amount will accrue interest at the lower of 1.5% per month (18% per year) or the maximum rate permitted by applicable law.
If payment remains outstanding more than 14 days after the due date and after a written reminder has been sent, the provider may suspend services until payment is received.
5. Client’s Duties
The Client shall provide all necessary cooperation, information, and access required for proper service performance. If the Client fails to cooperate, deadlines may be extended, and the Provider may adjust or suspend services.
Missing, incorrect, or delayed cooperation by the Client may result in adjusted timelines or additional fees due to delays or additional effort.
6. Confidentiality
Both Parties shall keep strictly confidential all information designated as confidential or which, by its nature, is recognizable as confidential. Confidential Information specifically includes, but is not limited to, internal process documentations, Standard Operating Procedures (SOPs), organizational charts, and business strategies provided by the Client for analysis purposes.
Confidentiality obligations continue for three years after termination of the contract.
The duty of confidentiality does not apply to information that was lawfully known, becomes public, or is required to be disclosed by law.
Where a separate Non-Disclosure Agreement (NDA) exists between the Parties, the NDA shall prevail in case of conflict.
7. Intellectual Property and Usage Rights
All materials, templates, methods, and deliverables provided remain the intellectual property of the Provider unless otherwise agreed in writing. The Client receives a non-exclusive, non-transferable right to use such materials for its own internal purposes only.
This shall not restrict the client’s right to use deliverables specific to the project created exclusively for the client’s internal business purposes. However, pre-existing materials, methods, templates, and know-how of the provider remain unaffected.
8. Liability
The Provider shall be liable without limitation for intent and gross negligence.
In cases of simple negligence, liability is limited to typical, foreseeable damages resulting from the breach of essential contractual obligations.
To the maximum extent permitted by law, the Provider’s aggregate liability shall be capped at the total fees paid by the Client under the relevant Agreement during the 12 months preceding the event giving rise to liability.
Liability for damages resulting from injury to life, body, or health remains unaffected.
Where an MSA applies, the liability provisions of the MSA shall prevail.
9. Satisfaction Warranty (Momentum Check)
Where the Client has purchased a Momentum Check engagement, the Provider offers the following limited satisfaction warranty.
Upon delivery of the Momentum Check report, the Provider will send the Client a formal satisfaction survey. The Client must complete and return the survey within two (2) business days of receipt. If no response is received within this period, the Momentum Check engagement is deemed satisfactorily completed and accepted.
If the Client submits a satisfaction rating of seven (7) out of ten (10) or below, and provides specific written reasons for that rating via the survey, the Provider will offer one (1) complimentary rework. The rework consists of: (a) a revised Momentum Check report addressing the Client's stated concerns; and (b) one (1) follow-up session conducted by video call or equivalent to review the revised findings.
The rework is strictly limited to the original scope and brief of the engagement. The Provider is not obligated to incorporate feedback that falls outside the original brief or reflects a change in the Client's requirements following delivery.
The rework is not itself subject to a further satisfaction warranty. This warranty applies once per Momentum Check engagement.
This warranty does not apply where the Client has failed to fulfil its cooperation obligations under Section 5.
This warranty constitutes the Client's sole and exclusive remedy for a satisfaction rating at or below the stated threshold and does not expand the Provider's liability under Section 8.
10. Force Majeure
Neither Party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, strikes, government orders, utility or internet outages, war, terrorism, or acts of third-party providers. The affected Party shall notify the other Party promptly and take reasonable measures to mitigate the consequences.
11. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the State of Florida, USA, excluding conflict-of-law rules. The exclusive place of jurisdiction is Ft. Lauderdale, Florida, USA.
Notwithstanding the foregoing, where the Client is established in Australia, the mandatory provisions of the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law (Schedule 2), apply to the extent they cannot be excluded by a foreign governing law clause pursuant to section 67 of that Act.
12. Language
These GTC may be provided in multiple languages for convenience. In case of discrepancies, the English version shall prevail.
13. Entire Agreement and Electronic Form
These GTC, together with any Consulting Agreement and SOW, constitute the entire agreement between the Parties. No oral side agreements exist. Orders, notices, and approvals may be given in electronic form (including email) and shall be legally effective upon receipt.
In case of conflict, the order of precedence defined in the MSA shall apply.
