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Terms of Service

1. Overview

These Terms of Service (“Terms”) govern your use of NexuFrame’s consulting services, website, and any related deliverables. By engaging our services or using our website, you agree to these Terms.

If you do not agree with these Terms, please do not use our services or website.

2. Services

2.1 Description of Services

NexuFrame provides AI consulting and implementation services, including but not limited to:

• AI readiness assessments and strategy consulting
• Custom AI agent design, development, and deployment
• Workflow automation design and implementation
• Business system integration services
• Ongoing support, maintenance, and optimization

2.2 Scope of Engagement

The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work (“SOW”) or service agreement entered into between NexuFrame and the client. These Terms apply to all engagements unless explicitly superseded by a written agreement.

2.3 Custom Work

All AI agents, workflows, and automations built by NexuFrame are custom-designed for the client’s specific business processes. Deliverables are tailored to the client’s requirements as documented in the applicable SOW.

3. Client Responsibilities

To ensure successful delivery, clients are responsible for:

• Providing timely access to relevant systems, tools, and data as needed for the engagement
• Designating a primary point of contact with authority to make decisions on behalf of the organization
• Reviewing and providing feedback on deliverables within agreed-upon timelines
• Ensuring that information shared with NexuFrame does not violate any third-party agreements or legal obligations
• Training their team on delivered systems as outlined in the project plan

4. Payment Terms

4.1 Fees

Fees for services are as specified in the applicable SOW or proposal. Unless otherwise stated, all fees are quoted in US Dollars.

4.2 Invoicing

NexuFrame invoices according to the payment schedule defined in each SOW. Typical structures include:

• Fixed-fee projects: milestone-based invoicing as defined in the SOW
• Ongoing support: monthly invoicing in advance
• Assessment engagements: invoiced upon delivery of the assessment report

4.3 Payment Due

Payment is due within thirty (30) days of the invoice date, unless otherwise specified in the SOW. Late payments may incur a fee of 1.5% per month on the outstanding balance.

4.4 Expenses

Unless otherwise agreed, client is responsible for any third-party software licensing fees, hosting costs, or API usage fees incurred during the engagement. NexuFrame will identify these costs during the planning phase.

5. Intellectual Property

5.1 Client Work Product

Upon full payment, the client receives ownership of all custom deliverables created specifically for them under the applicable SOW, including custom AI agents, workflows, and automations.

5.2 NexuFrame IP

NexuFrame retains ownership of its proprietary methodologies, frameworks, tools, and general knowledge used in delivering services. The client receives a non-exclusive license to use these components as embedded in their deliverables.

5.3 Third-Party Components

Some deliverables may incorporate third-party software, libraries, or APIs. The client’s use of these components is subject to the applicable third-party licenses, which NexuFrame will disclose during the engagement.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This includes business processes, data, strategies, trade secrets, and any other information designated as confidential.

Confidential information may not be disclosed to third parties without written consent, except as required by law. This obligation survives the termination of the engagement for a period of two (2) years.

7. Limitation of Liability

To the maximum extent permitted by law:

• NexuFrame’s total liability for any claim arising from or related to the services shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim.
• NexuFrame shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.
• NexuFrame does not guarantee specific business outcomes, revenue improvements, or time savings. Results depend on many factors outside our control, including client implementation, team adoption, and business conditions.

8. Warranties

8.1 Service Warranty

NexuFrame warrants that services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards for AI consulting and implementation.

8.2 Disclaimer

Except as expressly stated in these Terms, NexuFrame makes no other warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. AI systems are probabilistic by nature and may produce unexpected outputs; clients are responsible for supervising and validating automated workflows.

9. Termination

9.1 By Either Party

Either party may terminate an engagement with thirty (30) days written notice. The client is responsible for payment of all work completed up to the termination date.

9.2 For Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within fifteen (15) days of written notice.

9.3 Effect of Termination

Upon termination, NexuFrame will deliver all work completed to date and provide reasonable transition assistance. All outstanding invoices become due immediately. Confidentiality obligations survive termination.

10. Indemnification

Each party agrees to indemnify and hold harmless the other party from any third-party claims arising from: (a) the indemnifying party’s breach of these Terms; (b) the indemnifying party’s negligence or willful misconduct; or (c) the indemnifying party’s violation of applicable law.

11. Dispute Resolution

Any disputes arising from these Terms or the services will first be addressed through good-faith negotiation. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue resolution through binding arbitration in Fort Wayne, Indiana, in accordance with the rules of the American Arbitration Association.

12. Governing Law

These Terms are governed by the laws of the State of Indiana, without regard to conflict of law principles.

13. Changes to These Terms

NexuFrame may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page and updating the “Last Updated” date. Continued use of our services after changes constitutes acceptance of the updated Terms.

14. Contact

If you have questions about these Terms, please contact us:

NexuFrame LLC
Email: legal@nexuframe.com
Website: nexuframe.com/contact
Address: 5534 Saint Joe Road, Fort Wayne, IN 46835

These Terms of Service are provided for informational purposes and should be reviewed by qualified legal counsel before use. NexuFrame recommends consulting with an attorney licensed in the applicable jurisdiction.