Legal Agreement

Terms of Service

A clear, plain-English agreement that defines how we work together — your rights, our obligations, and the rules that protect both parties throughout every project.

Effective: March 2026
13 Sections
Applies to All Clients
hassan@nexupixel.com
Please read these Terms of Service carefully. By engaging NexuPixel — whether by signing a contract, making a payment, or providing project materials — you confirm that you have read, understood, and agreed to be bound by these Terms. If you do not agree with any part of these Terms, please do not proceed with any engagement.
1
Introduction

Agreement & Acceptance

NexuPixel ("we", "us", "our") is a fully remote digital agency specialising in custom business systems, enterprise software, and related digital services. These Terms of Service ("Terms") constitute a legally binding agreement between NexuPixel and any individual or business entity ("Client", "you", "your") that engages our services.

These Terms apply to all projects, engagements, and interactions with NexuPixel, and form the foundation of every service agreement we enter into. They are supplemented — but not replaced — by any project-specific contract or scope of work document signed between both parties.

Acceptance: Engagement begins when a client signs a project contract, makes an initial payment, or formally approves a project proposal via written communication (email or WhatsApp). Any of these actions constitutes full acceptance of these Terms.

NexuPixel reserves the right to update these Terms at any time. Clients will be notified of material changes via email or WhatsApp. Continued engagement following such notification constitutes acceptance of the revised Terms.

2
What We Do

Services Provided

NexuPixel provides custom software development and related digital services. The following service categories are explicitly covered by these Terms:

  • Custom Business Systems / ERP / CRM — bespoke enterprise-grade platforms including inventory management, multi-department workflows, CRM systems, real-time reporting dashboards, and multi-user role-based architectures.
  • Payment Gateway Integration — secure, PCI-DSS compliant integrations with local and international payment processors including JazzCash, EasyPaisa, Stripe, and PayPal.
  • Security Audits & Deployment — OWASP-aligned security assessments, penetration testing, code reviews, server setup, SSL configuration, and production deployment on Hostinger, cPanel, or VPS environments.
  • LMS / Institute Management Systems — complete learning management systems with student portals, course management, assessments, attendance tracking, and fee management.
All services are custom-built from the ground up. We do not use pre-built templates, off-the-shelf platforms, or third-party page builders unless explicitly agreed upon in writing. The exact scope of any engagement is defined in the project-specific Statement of Work (SOW).
3
Starting a Project

Project Engagement Process

Every NexuPixel project follows a structured engagement process to ensure clarity and alignment before a single line of code is written.

  • Discovery Call — a free consultation to understand your business goals, technical requirements, and expected outcomes.
  • Proposal & SOW — NexuPixel prepares a detailed proposal including project scope, deliverables, milestones, timeline, and fixed price. This document becomes the binding reference for the project.
  • Contract Signing — both parties sign a formal contract that incorporates these Terms of Service and the agreed SOW.
  • Upfront Payment — the project commences only after receipt of the initial deposit (50% of total project value). No work begins before this payment is confirmed.
Verbal agreements, informal WhatsApp messages, or undocumented decisions do not modify or override the signed contract. All changes to scope, timeline, or pricing must be confirmed in writing by both parties.
4
Billing

Payment Terms

NexuPixel operates on a 50/50 payment structure for all fixed-scope projects. This model protects both parties and ensures mutual commitment throughout the project lifecycle.

1
Initial Deposit — 50% of Total Project Value

Due before any development work commences. This payment confirms the client's commitment, reserves the NexuPixel team's capacity, and initiates the project officially.

Required to start
2
Final Payment — Remaining 50%

Due upon project completion and before final delivery of source code, credentials, and all deliverables. The client must confirm acceptance of the completed project prior to this payment being due.

Triggers full handover
Accepted Payment Methods: Bank Transfer (local), Wise, and Payoneer. All payment details are provided in the invoice issued by NexuPixel. Invoices are sent within 2–4 hours of project closing.
PaymentAmountWhen DueWhat It Unlocks
Deposit50% of totalBefore project startDevelopment begins, team capacity reserved
Final PaymentRemaining 50%On project completionSource code, full credentials, all deliverables
Rush FeeAgreed separatelyBefore accelerated workPriority queue and expedited delivery
Third-party ToolsCost priceAdded to invoiceLicences / APIs required by the project
All prices are fixed-scope. The quoted price will not increase unless the client requests changes that fall outside the agreed scope (see Section 6). There are no hidden fees, no hourly overruns, and no surprise charges.
5
Non-Payment

Late & Missed Payments

We understand that payment delays can occur. NexuPixel operates a transparent, structured response to missed or late payments designed to be fair to both parties.

Day 0
Payment Due

Invoice issued. Payment is due on the agreed date as specified in the contract or invoice.

Days 1–7
Grace Period

NexuPixel sends a payment reminder. Work continues normally during this 7-day grace window.

Day 8+
Work Paused

All development work is suspended until full payment is received. Timeline adjusts accordingly.

  • Once payment is received after a pause, work resumes within 1–2 business days and the project timeline is extended by the duration of the pause.
  • NexuPixel will not be held liable for any delays, missed deadlines, or business impact resulting from a work pause caused by non-payment.
  • If final payment is not received within 30 days of the project completion notice, NexuPixel reserves the right to withhold delivery of source code and all remaining deliverables indefinitely.
Deposit non-refundability: The 50% deposit is non-refundable once development work has commenced. It compensates NexuPixel for time invested, resources allocated, and team capacity reserved.
6
Changes Mid-Project

Scope & Change Requests

Project scope is defined in the signed Statement of Work (SOW). We understand that requirements sometimes evolve, and we have a clear, fair framework for handling change requests during development.

Minor Tweaks — No Extra Charge
  • Colour, font, or label adjustments
  • Reordering of existing UI elements
  • Small copy or text changes
  • Minor layout refinements within agreed screens
  • Fixing ambiguities in the original brief
Larger Changes — Quoted Separately
  • New modules or features not in the original SOW
  • Changes requiring database restructuring
  • New user roles or permission systems
  • Additional third-party integrations
  • Redesign of already approved screens
Change Request Process: The client submits the requested change in writing. NexuPixel evaluates it within 2–3 business days and responds with a written quote and timeline impact. Work begins only after written approval and, where applicable, payment of the quoted amount.
Scope creep protection: Accumulation of multiple "minor" changes that cumulatively constitute a significant feature addition may be reviewed and quoted as a larger change at NexuPixel's discretion.
7
Responsiveness

Client Delays & Project Abandonment

Successful project delivery requires active participation from both parties. When a client is unresponsive or fails to provide required materials, the following policy applies:

  • If a client fails to respond to a request for feedback, assets, approvals, or credentials, NexuPixel will make three follow-up attempts over a 5-business-day window.
  • If no response is received after three attempts, the project is formally paused and the agreed delivery timeline is reset. NexuPixel bears no responsibility for missed deadlines caused by client delays.
  • When the client re-engages, a revised timeline will be agreed upon in writing before work resumes. Depending on team availability, a re-activation fee may apply.
Project Abandonment: If a client remains unresponsive for 14 consecutive calendar days despite follow-up attempts, the project is considered abandoned. In this event: (a) the 50% deposit is fully forfeited and non-refundable, (b) NexuPixel retains all work completed to date, and (c) the contract is deemed terminated. Should the client wish to restart, a new engagement and fresh deposit will be required.

All project files and partially completed work are retained securely by NexuPixel for a period of 90 days following abandonment, after which they may be deleted without further notice.

8
Handover

Delivery & Client Acceptance

When NexuPixel believes a project is complete and ready for delivery, the following acceptance process takes place:

  • Staging Demo — the client is given access to a staging/testing environment to review the completed system in full before final payment is requested.
  • Review Period — the client has 5 business days to review deliverables, test functionality, and submit any bug reports or revision requests that fall within the original agreed scope.
  • Formal Acceptance — the client confirms acceptance in writing (email or WhatsApp), triggering the final payment invoice.
  • Final Handover — upon receipt of final payment, NexuPixel delivers all source code, credentials, documentation, deployment files, and training materials to the client.
Deemed Acceptance: If no feedback or rejection notice is received within the 5-business-day review window, the project is deemed accepted and the final payment invoice becomes immediately due.
9
After Launch

Warranty & Post-Launch Support

NexuPixel provides a 30-day post-launch warranty on all delivered projects. This warranty period begins on the date of formal client acceptance or go-live — whichever is earlier.

✅ Covered Under Warranty

  • Bugs or errors in functionality that was working at acceptance
  • Security vulnerabilities discovered post-launch
  • Performance issues directly attributable to our code
  • Broken integrations caused by our implementation
  • Data display or calculation errors in delivered features

❌ Not Covered Under Warranty

  • New features or functionality requests
  • Issues caused by client modifications to the code
  • Third-party API changes or outages beyond our control
  • Hosting environment changes made by the client
  • User error or misuse of the delivered system
After the 30-day warranty: Extended support, maintenance, and feature development are available as separate, paid engagements. Contact us at hassan@nexupixel.com to discuss ongoing support plans.

To raise a warranty claim, the client must submit a written bug report via email with sufficient detail to reproduce the issue. NexuPixel will acknowledge the report within 2 business days and provide a resolution timeline.

10
Ownership

Intellectual Property

Intellectual property rights are a critical component of every software project. The following terms govern ownership of all work produced by NexuPixel.

  • Transfer on Final Payment: All intellectual property rights — including full source code, database schemas, UI designs, documentation, and associated creative assets — are transferred to the client exclusively upon receipt of the final payment in full.
  • Prior to final payment, NexuPixel retains full ownership of all work produced. The client has no right to use, deploy, distribute, or modify any deliverable until the final payment has been confirmed and received.
  • Portfolio Rights: NexuPixel reserves the right to showcase completed work — including screenshots, metrics, and general project descriptions — in its portfolio, website, and marketing materials, unless the client has explicitly requested confidentiality in writing.
  • Testimonial: NexuPixel may request a short written or video testimonial from the client after project completion. This is entirely voluntary and never a condition of delivery.
White-labelling & Reselling: Clients may not resell, sub-license, white-label, or redistribute any NexuPixel-developed system or code to third parties without prior written permission from NexuPixel. Violations of this clause may result in legal action and forfeiture of all IP rights previously granted.

Third-party libraries, frameworks, or open-source tools incorporated into the project remain subject to their own licences. NexuPixel will document all such dependencies at handover so the client is fully informed of any licensing obligations.

11
Confidentiality

Confidentiality & Non-Disclosure

Both parties acknowledge that, during the course of a project, they may be exposed to confidential and proprietary information belonging to the other party. Both NexuPixel and the client agree to treat such information with strict confidentiality.

  • NexuPixel's obligations: We will not disclose, share, or use client credentials, business data, strategic information, or proprietary processes for any purpose other than delivering the agreed project.
  • Team access control: Sensitive client data is accessible only to team members directly assigned to the project. All team members are contractually bound by confidentiality obligations.
  • NDA availability: Clients may request a formal Non-Disclosure Agreement (NDA) at any time before or during the project. NexuPixel is willing to sign mutual NDAs upon request at no additional cost.
  • Client obligations: The client must not share NexuPixel's proprietary methodologies, internal processes, pricing structures, or unreleased deliverables with third parties without prior written consent.
  • Data security: NexuPixel uses two-factor authentication, restricted access controls, and secure file storage to protect all client data. We follow global security best practices for all data in our possession.
Misuse of confidential information by any party — including but not limited to sharing client credentials, leaking unreleased code, or disclosing trade secrets — may constitute a criminal offence under applicable law and will be pursued accordingly.
12
Risk & Responsibility

Limitation of Liability & Indemnity

NexuPixel is committed to building high-quality, production-ready systems. However, the following limitations apply to define a fair and reasonable boundary of risk for both parties.

"NexuPixel's total liability to the client, in connection with any project or engagement, shall not exceed the total amount paid by the client for that specific project."

  • Cap on direct liability: NexuPixel's maximum liability for any claim arising from a project is strictly limited to the total fees paid by the client for that specific project — no more, under any circumstances.
  • No indirect or consequential damages: NexuPixel shall not be liable for any indirect, incidental, special, or consequential damages — including but not limited to loss of revenue, loss of data, loss of profits, business interruption, or reputational damage — even if NexuPixel was advised of the possibility of such damages.
  • Third-party services: NexuPixel is not liable for failures, outages, policy changes, or price increases of third-party services (e.g. JazzCash, Stripe, cloud hosting providers) integrated into a project.
  • Client indemnity: The client agrees to indemnify and hold NexuPixel harmless from any claims, losses, damages, or legal costs arising from the client's misuse of the delivered system, illegal content or activity conducted through the system, or the client's violation of any applicable law or regulation.
  • Force majeure: Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government actions, widespread internet outages, or other force majeure events.
These limitations reflect the nature of custom software development and are standard practice in the industry. They do not limit our commitment to quality — they define a fair boundary of risk that both parties accept when entering into this engagement.
13
Ending the Relationship

Termination & Dispute Resolution

Either party may terminate a project engagement under the following conditions:

ScenarioWho TerminatesFinancial Outcome
Client cancels after deposit, before work startsClientFull deposit refund minus any administrative costs incurred
Client cancels after development has begunClientDeposit is non-refundable; partial refund may be considered based on work completed
Client abandons project (14+ days unresponsive)NexuPixel (automatic)Deposit fully forfeited; all work retained by NexuPixel
NexuPixel terminates due to client breach of TermsNexuPixelWork completed to date invoiced; deposit applied; balance due or refunded accordingly
Mutual agreement to end engagementBoth partiesTerms agreed in writing at time of termination

Dispute Resolution: NexuPixel is committed to resolving disputes amicably and transparently. In the event of a disagreement, the following process applies:

  • Step 1 — Direct Resolution: Both parties will attempt to resolve the dispute informally within 14 calendar days through direct communication via email or video call.
  • Step 2 — Written Escalation: If unresolved, either party may submit a formal written dispute notice. Both parties will agree on the applicable governing law and jurisdiction at the time of the dispute, based on the client's location and applicable regulations.
  • Step 3 — Mediation: If written escalation fails, both parties agree to pursue formal mediation before initiating any court or legal proceedings.
Governing Law: Because NexuPixel serves clients globally, the governing law and jurisdiction for any dispute will be agreed upon by both parties at the time the dispute arises, taking into account the client's location, project nature, and applicable regional regulations. For Pakistan-based clients, Pakistani law will apply by default.

These Terms of Service were last updated in March 2026. For any questions about these Terms, please contact hassan@nexupixel.com before entering into any engagement with NexuPixel.

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