Terms of Service

Important Notice: By accessing our website at nexacore.aisehi.site or by engaging NexaCore's consulting services, you agree to be bound by these Terms of Service. If you do not agree, please do not use our website or services. These Terms should be read together with our Privacy Policy and Cookie Policy.

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "Client", "you") and NexaCore Industrial AI & Robotics Pvt. Ltd. ("NexaCore", "Company", "we", "us", "our"), a company incorporated under the Companies Act, 2013, with its registered office at Tech Innovation Park, Tower 3, Bandra Kurla Complex, Mumbai 400 051, Maharashtra, India.

By accessing or using our website, submitting any enquiry, or entering into a consulting or service engagement with NexaCore, you confirm that:

• → You have read, understood, and agree to be bound by these Terms
• → You are at least 18 years of age and have full legal capacity to enter into this agreement
• → If acting on behalf of an organisation, you have the authority to bind that organisation to these Terms

We reserve the right to modify these Terms at any time. Continued use of our website or services after changes constitutes acceptance of the revised Terms.

2. Definitions

3. Website Use

3.1 Permitted Use

You may access and use the Website for lawful, personal, and business information purposes only. You agree not to use the Website in any way that is unlawful, harmful, fraudulent, or that infringes the rights of NexaCore or any third party.

3.2 Prohibited Activities

You must not:

• ✕Copy, reproduce, distribute, or create derivative works from any Website Content without express written permission
• ✕Use automated tools (bots, scrapers, crawlers) to access, collect, or index Website data without prior written consent
• ✕Attempt to gain unauthorised access to any part of the Website, its servers, or associated systems
• ✕Transmit any malware, viruses, or malicious code through the Website
• ✕Use the Website to send unsolicited communications or spam
• ✕Misrepresent your identity or affiliation when submitting any enquiry or form
• ✕Use the Website or its Content for competitive intelligence or to build a competing service

3.3 Website Availability

We strive to keep the Website available but do not guarantee uninterrupted or error-free access. We reserve the right to modify, suspend, or discontinue any part of the Website at any time without notice.

4. Consulting Services

4.1 Engagement Terms

All professional Services engagements are governed by a separate signed SOW or Engagement Letter, which will specify the precise scope, deliverables, timelines, fees, and special conditions. In the event of any conflict between these Terms and an SOW, the SOW shall prevail.

4.2 Free Initial Consultation

NexaCore offers a complimentary initial consultation (up to 60 minutes). This consultation is provided for informational purposes only and does not constitute a formal advisory opinion, engineering recommendation, or professional services engagement. No confidentiality obligations arise from the free consultation unless separately agreed in writing.

4.3 Client Obligations

To enable NexaCore to deliver the Services, you agree to:

• → Provide timely, accurate, and complete information and access required for the Services
• → Designate an authorised project contact with decision-making authority
• → Review and respond to NexaCore's requests within agreed timelines
• → Make required payments in accordance with the agreed schedule

NexaCore shall not be liable for delays or failures in service delivery caused by your failure to fulfil these obligations.

5. Intellectual Property

5.1 NexaCore's IP

All Website Content, including but not limited to text, graphics, logos, SVG illustrations, methodologies, frameworks (including the NexaCore Common Sense AI Framework), tools, reports, and software, is the exclusive intellectual property of NexaCore and is protected by applicable copyright, trademark, and other IP laws. All rights are reserved.

5.2 Deliverables Ownership

Unless otherwise specified in a signed SOW, upon full payment of all fees due:

• → Client-specific Deliverables (strategies, custom reports, bespoke analysis) shall be assigned to the Client
• → NexaCore retains ownership of all pre-existing IP, tools, methodologies, and frameworks incorporated into Deliverables
• → NexaCore is granted a perpetual, non-exclusive licence to use anonymised engagement learnings for improving its services

5.3 Trademarks

The "NexaCore" name, logo, and associated marks are registered or unregistered trademarks of NexaCore Industrial AI & Robotics Pvt. Ltd. You may not use these marks without prior written consent.

6. Confidentiality

Both parties agree to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or as permitted under a signed Non-Disclosure Agreement (NDA) or SOW.

Confidentiality obligations survive the termination of any services engagement for a period of five (5) years, or indefinitely for trade secrets.

NexaCore shall not use Client Confidential Information for any purpose other than delivering the Services.

7. Fees & Payment

• 7.1
  Fee Structure: All fees for Services are set out in the applicable SOW or Engagement Letter and are quoted in the agreed currency (typically USD, EUR, INR, or SGD).
• 7.2
  Payment Terms: Unless otherwise agreed, invoices are due within 30 days of the invoice date. Retainer fees are due in advance on the agreed billing cycle.
• 7.3
  Late Payment: Overdue invoices shall accrue interest at the rate of 18% per annum (or the maximum rate permitted by applicable law) compounded monthly from the due date.
• 7.4
  Taxes: All fees are exclusive of applicable taxes including GST, VAT, withholding tax, and any other statutory levies, which shall be borne by the Client.
• 7.5
  Expenses: Pre-approved out-of-pocket expenses (travel, accommodation, third-party costs) will be invoiced at cost with supporting receipts.

8. Warranties & Disclaimers

8.1 NexaCore's Warranty

NexaCore warrants that its Services will be performed with reasonable skill and care by qualified professionals, in accordance with the agreed SOW, and in compliance with applicable laws.

8.2 Website Disclaimer

THE WEBSITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. NEXACORE DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.3 No Professional Guarantee

While NexaCore provides professional consulting advice based on experience and best available information, the outcomes of any automation, AI, or industrial transformation project depend on many factors beyond our control. NexaCore does not guarantee specific business outcomes, ROI figures, or operational results.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless NexaCore and its directors, officers, employees, consultants, and agents from any claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from: (i) your use of the Website in violation of these Terms; (ii) your breach of any representation or warranty; (iii) any Client materials or data provided to NexaCore that infringe any third-party rights; or (iv) your negligence or wilful misconduct.

11. Termination

• 11.1
  By Client: You may terminate a Services engagement by providing 30 days' written notice. Fees for work completed to the date of termination plus any non-cancellable third-party commitments remain payable.
• 11.2
  By NexaCore for Cause: NexaCore may terminate any engagement immediately upon written notice if you breach a material term of these Terms or an SOW and fail to remedy the breach within 10 business days of notice.
• 11.3
  Effect of Termination: Sections 5 (IP), 6 (Confidentiality), 7 (Payment of amounts due), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Dispute Resolution) shall survive termination.

12. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or any Services engagement, the parties shall attempt to resolve the dispute amicably through good-faith negotiation for a period of 30 days from written notice of the dispute.

If the dispute is not resolved through negotiation, either party may refer the dispute to arbitration under the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement, with proceedings in English, seated in Mumbai, India.

The arbitration award shall be final and binding on both parties. Nothing in this clause prevents either party from seeking emergency injunctive or equitable relief from a competent court.

13. Governing Law & Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by and construed in accordance with the laws of India.

Subject to the arbitration clause above, the courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

For clients in the European Union or United Kingdom, mandatory consumer protection laws of your country of residence may also apply and are not affected by this governing law clause.

14. General Provisions

15. Contact

For all legal enquiries regarding these Terms of Service, please contact: