Terms of Service

Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “Client,” or “User”) and NexWorldTech Inc. (“NexWorldTech,” “we,” “us,” or “our”) governing your access to and use of nexworldtech.com (the “Site”) and our software development services.

By accessing the Site, submitting an inquiry, signing a project agreement, or engaging our services in any way, you agree to be bound by these Terms in full. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization.

If you do not agree to these Terms, you must not use the Site or our services. We reserve the right to update these Terms at any time. Continued use of the Site following any changes constitutes acceptance of the revised Terms.

Description of Services

NexWorldTech provides custom software development and technology services, including but not limited to:

• Web application design and development
• Mobile application development (iOS and Android)
• AI integration and automation workflows
• Enterprise system architecture and development
• API design, development, and integration
• Technical consulting and discovery engagements
• Ongoing maintenance, support, and retainer arrangements

The specific scope, deliverables, timeline, and pricing for individual engagements are defined in separate project agreements or statements of work (“Project Agreements”), which are incorporated into and subject to these Terms. In the event of any conflict between these Terms and a Project Agreement, the Project Agreement shall prevail with respect to that specific engagement.

Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use the Site or engage our services. Our services are intended for businesses and business professionals. By using the Site, you represent and warrant that you meet these requirements.

We reserve the right to refuse service to anyone for any reason at any time, including where we determine that an engagement would conflict with applicable law or our business policies.

Intellectual Property

Client Work Product

Upon receipt of full payment for all invoiced amounts under a Project Agreement, NexWorldTech assigns to the Client all intellectual property rights in the custom code, designs, and deliverables created specifically for that Client under the applicable agreement. NexWorldTech retains no ongoing ownership rights in Client-specific work product following full payment.

Pre-existing and Third-Party Materials

NexWorldTech retains all rights in its pre-existing tools, frameworks, libraries, methodologies, and know-how (“Background IP”) that may be incorporated into or used to create deliverables. To the extent Background IP is incorporated into Client deliverables, NexWorldTech grants Client a perpetual, royalty-free, non-exclusive license to use that Background IP solely as part of the deliverable.

Open-source components and third-party libraries incorporated into deliverables remain subject to their respective open-source licenses, which are provided to Client as part of project documentation.

Site Content

All content on the Site, including text, graphics, logos, and software, is the property of NexWorldTech or its content suppliers and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Site content without our prior written permission.

Client Obligations

To enable NexWorldTech to deliver services effectively, Clients agree to:

Payment and Billing

Fees for services are set out in the applicable Project Agreement. Unless otherwise specified in writing:

Confidentiality

Each party acknowledges that in the course of an engagement it may receive confidential information belonging to the other party. “Confidential Information” means any non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care); (b) not disclose Confidential Information to third parties without prior written consent; and (c) use Confidential Information only for the purpose of performing obligations or exercising rights under the applicable Project Agreement.

These obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the Confidential Information; or (iv) must be disclosed by applicable law or court order, provided the disclosing party receives prompt written notice where permitted.

Warranty Disclaimer

NexWorldTech warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For software deliverables, NexWorldTech will provide a warranty period as specified in the applicable Project Agreement (typically 30 days from delivery) during which we will remedy material defects in the deliverable at no additional charge.

Except as expressly set out above, the site and services are provided “as is” and “as available” without any warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or that services will be uninterrupted, error-free, or free of harmful components.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent such exclusions are not permitted by applicable law, those warranties are limited to the minimum extent required by that law.

Limitation of Liability

To the maximum extent permitted by applicable law, NexWorldTech shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if advised of the possibility of such damages.

NexWorldTech's total aggregate liability to you arising out of or relating to these Terms or any Project Agreement, regardless of the form of action and whether in contract, tort, or otherwise, shall not exceed the total fees paid by you to NexWorldTech in the twelve (12) months preceding the event giving rise to the claim.

The limitations in this section reflect a reasonable allocation of risk between the parties and are a fundamental basis of the bargain between you and NexWorldTech. Some jurisdictions do not allow limitation of liability for certain types of damages, so some of the above limitations may not apply to you.

Indemnification

You agree to defend, indemnify, and hold harmless NexWorldTech and its officers, directors, employees, contractors, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms or any Project Agreement
• Your violation of any applicable law or regulation
• Your infringement of any third-party intellectual property or other rights
• Any content or materials you provide to NexWorldTech
• Your use of deliverables in a manner not authorized by these Terms or the applicable Project Agreement

Termination

Either party may terminate a Project Agreement upon written notice if the other party materially breaches the agreement and fails to cure such breach within fifteen (15) days of written notice specifying the breach in reasonable detail.

You may also terminate a Project Agreement for convenience upon written notice. In such case, you shall pay for all work completed and expenses incurred up to the date of termination, plus a termination fee as specified in the applicable Project Agreement. The non-refundable deposit is retained in all cases of termination.

Upon termination: (a) NexWorldTech will deliver all completed work product to you; (b) each party will return or destroy the other party's confidential information; and (c) all payment obligations for work performed are immediately due. Sections of these Terms that by their nature should survive termination will survive, including Intellectual Property, Confidentiality, Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law.

Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or any Project Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation. Either party may initiate this process by providing written notice to the other describing the dispute in reasonable detail.

If the dispute is not resolved through negotiation within thirty (30) days of such notice, either party may refer the matter to binding arbitration in accordance with the Arbitration Act applicable in the province of Ontario, Canada. The arbitration shall be conducted in English by a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

Governing Law

These Terms and any Project Agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles. Subject to the arbitration clause above, each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario for the resolution of any dispute not subject to arbitration.

Miscellaneous

Contact Us

For questions about these Terms or our services, please contact us: