Introduction and Acceptance
1.1. These Terms of Service (“Terms”) govern access to and use of the websites, platforms, digital products, automated systems, branding assets, and professional services (collectively, the “Services”) provided by NEXRAY & CO (“NEXRAY,” “we,” “us,” or “our”), a global digital solutions and branding agency operating from a global office in Dubai, United Arab Emirates.
1.2. The Services are offered on a business-to-business (B2B) basis only and are intended exclusively for clients acting in the course of a trade, business, craft, or profession. By engaging the Services, you confirm that you are not acting as a consumer.
1.3. By accessing our website, engaging our Services, or executing a Statement of Work (“SOW”), proposal, or order form, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree, you must not use the Services.
1.4. Where you accept these Terms on behalf of an entity, you represent that you have authority to bind that entity, and you accept personal liability for any Fees if you lacked such authority.
1.5. Precedence; Exclusion of Client Terms. These Terms, together with the applicable SOW, constitute the only terms governing the engagement and prevail over and exclude any terms the Client seeks to impose or incorporate (including purchase orders, vendor-onboarding portals, supplier codes, or counter-offers), whether introduced before or after these Terms, and regardless of whether NEXRAY signs, returns, or otherwise acknowledges any such document. No Client terms form part of the agreement unless expressly accepted in a writing signed by an authorised representative of NEXRAY.
1.6. Acceptance by Conduct. Payment of any deposit or invoice, written or electronic instruction to proceed, or use or acceptance of any Deliverable, each independently constitutes acceptance of these Terms, whether or not the Client has executed an SOW.
Definitions
- “Deliverables” means any work product, designs, branding assets, source code, automated systems, documentation, or other materials produced by NEXRAY for the Client under an SOW.
- “Pre-Existing IP” means intellectual property owned or licensed by NEXRAY prior to, or developed independently of, an engagement, including frameworks, tools, libraries, templates, methodologies, and know-how.
- “Fees” means the amounts payable by the Client for the Services as set out in the applicable SOW, proposal, or order form.
- “Confidential Information” means non-public information disclosed by either party that is marked confidential or would reasonably be understood to be confidential.
Scope of Services
3.1. NEXRAY provides high-end digital solutions, including brand identity and strategy, web and application design and development, automated systems, and related digital infrastructure, delivered to clients internationally.
3.2. The specific scope, deliverables, timelines, and Fees for each engagement are defined in a written SOW or proposal, which forms part of these Terms. In the event of conflict, the SOW prevails for that engagement’s commercial terms, while these Terms govern all matters of law, liability, and IP unless expressly varied in a writing signed by an authorised representative of NEXRAY.
3.3. Any work requested outside the agreed scope (“Change Request”) is subject to a separate written estimate and the Client’s approval before commencement, and may affect Fees and timelines.
Client Responsibilities
4.1. The Client shall provide, in a timely manner, all content, materials, access, approvals, and cooperation reasonably required for NEXRAY to perform the Services.
4.2. The Client warrants that any materials it supplies (including text, images, trademarks, and data) do not infringe any third party’s rights and comply with applicable law, and shall indemnify NEXRAY against claims arising from Client-supplied materials.
4.3. Delays caused by the Client may result in adjusted timelines and additional Fees.
4.4. Deemed Approval. Where NEXRAY submits a Deliverable, milestone, draft, or proof for review, the Client shall provide consolidated written feedback within five (5) business days. If the Client does not respond within that period, the Deliverable is deemed approved and accepted, and the engagement proceeds and is invoiced on that basis.
4.5. Client Delay and Parking. If an engagement is delayed by ten (10) business days or more due to the Client’s acts or omissions (including failure to supply materials, approvals, or payment), NEXRAY may reschedule the engagement around its other commitments and/or place it on hold. NEXRAY may charge a reasonable reactivation fee to resume parked work and shall not be liable for any resulting delay. Work parked for more than ninety (90) days may be treated as terminated under Section 11.
Fees, Payment, and International Service Export
5.1. Fees. The Client shall pay the Fees specified in the applicable SOW. Fees are stated in pounds sterling (GBP) unless otherwise specified.
5.2. International B2B Export. The Services are supplied as cross-border exports of digital services to business clients. Unless expressly stated otherwise, Fees are exclusive of any taxes, duties, withholdings, or governmental levies that may be imposed in the Client’s own jurisdiction. Where the Client is required by its local law to withhold or deduct any amount, the Client shall gross up the payment so that NEXRAY receives the full Fees free and clear of such deductions.
5.3. Invoicing and Milestones. Engagements may be invoiced as a deposit in advance, in milestone instalments, or on completion, as set out in the SOW. A non-refundable deposit may be required before work commences.
5.4. Third-Party Payment Processor. Payments are processed securely through Rapyd, a third-party global payment service provider, and/or other reputable processors we may designate. By submitting payment, you also agree to the applicable terms and privacy policy of the relevant processor.
5.5. No Storage of Card Data. NEXRAY does not collect, process, or store full payment card numbers, CVV codes, or complete financial account credentials on its own servers. All sensitive cardholder and financial data is captured, transmitted, and stored by our PCI-DSS-compliant payment processor in accordance with applicable security standards. We receive only limited transaction confirmation data (such as authorisation status, transaction reference, and partial card identifiers) necessary to administer your account.
5.6. Late Payment. Overdue amounts may accrue interest at 1.5% per month, or the maximum permitted by law, whichever is lower. NEXRAY may suspend Services and withhold Deliverables until all outstanding Fees are paid in full.
5.7. Refunds. Except as expressly stated in an SOW or required by mandatory law, Fees and deposits are non-refundable once the corresponding work has commenced, given the bespoke nature of the Services. Dissatisfaction with subjective creative direction, a change in the Client’s circumstances, or a change of mind does not entitle the Client to any refund.
5.8. Third-Party Costs. Fees are exclusive of third-party costs procured for the engagement (including stock assets, fonts, plugins, software and platform licences, hosting, domains, and advertising spend), which are either paid directly by the Client or invoiced by NEXRAY at cost plus a reasonable handling charge.
5.9. No Chargebacks. Given the bespoke nature of the Services, the Client shall not initiate any chargeback, payment reversal, or processor dispute in respect of Services performed or in progress. Any such action constitutes a material breach, and the Client shall reimburse NEXRAY for the disputed amount together with all associated fees, costs, and expenses.
5.10. Default and Recovery. On any payment default, all outstanding sums under every SOW become immediately due and payable, and NEXRAY may recover all reasonable costs of collection (including legal and agency fees) and interest, suspend or terminate Services, and withhold all Deliverables, without prejudice to its other rights.
Intellectual Property Rights
6.1. Retention Until Full Payment. All intellectual property rights in the Deliverables remain the sole and exclusive property of NEXRAY until NEXRAY has received full and cleared payment of all Fees due under the relevant SOW. Until such payment, the Client is granted no licence or right to use, reproduce, deploy, or commercialise the Deliverables, and any such use prior to full payment constitutes infringement.
6.2. Assignment on Payment. Upon receipt of full payment, NEXRAY assigns to the Client the intellectual property rights in the final Deliverables specifically created for the Client under the SOW, excluding Pre-Existing IP and Third-Party Materials.
6.3. Pre-Existing IP. NEXRAY retains all rights in its Pre-Existing IP. To the extent any Pre-Existing IP is incorporated into a Deliverable, NEXRAY grants the Client a non-exclusive, worldwide, royalty-free licence to use such Pre-Existing IP solely as part of, and to the extent necessary to use, the Deliverable for its intended purpose.
6.4. Third-Party Materials. Deliverables may incorporate third-party materials (e.g., fonts, stock assets, open-source components, plugins) subject to their own licences. The Client is responsible for complying with, and where required obtaining, such licences.
6.5. Drafts and Concepts. All preliminary concepts, drafts, and rejected designs remain the property of NEXRAY.
6.6. Portfolio and Promotional Rights. Unless otherwise agreed in writing, NEXRAY reserves the right to display and describe the Deliverables and the engagement, and to use the Client’s name and logo as a client reference, in its portfolio, case studies, website, and marketing materials, subject to reasonable confidentiality.
6.7. Residual Knowledge. Nothing in these Terms restricts NEXRAY from using the general skills, knowledge, techniques, methodologies, and experience (including anything retained in the unaided memory of its personnel) acquired in the course of an engagement, provided it discloses no Client Confidential Information.
6.8. Credit. NEXRAY may include a discreet credit and link in the footer of delivered websites. Removal is available on request and may be subject to a fee.
Confidentiality
7.1. Each party shall keep the other’s Confidential Information secure, use it only for the purposes of the engagement, and not disclose it to third parties except to personnel and contractors on a need-to-know basis under equivalent obligations.
7.2. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known prior to disclosure, or is independently developed.
Warranties and Disclaimers
8.1. NEXRAY warrants that it will perform the Services with reasonable skill and care consistent with prevailing industry standards.
8.2. Disclaimer. Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Services and Deliverables are provided “as is” and “as available.” NEXRAY disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
8.3. NEXRAY does not warrant any specific commercial result, including any particular level of revenue, traffic, conversions, rankings, engagement, or return on investment from any digital solution, branding initiative, or automated system.
8.4. Better Clients Guarantee (Limited Remedy). Where expressly offered for a build engagement, NEXRAY provides a limited “Better Clients Guarantee.” If, within ninety (90) days of the Deliverable first going live, the website has not produced at least one Qualified Enquiry, NEXRAY will, as the Client’s sole and exclusive remedy, carry out one (1) further round of redesign and rebuild of the affected pages at no additional Fee. A “Qualified Enquiry” means a genuine, non-spam contact from a bona fide prospective customer received through the website. This guarantee is conditional on the Client having: (a) provided all content, access, and approvals in a timely manner; (b) deployed and kept the site live as delivered, without material unauthorised changes; (c) directed reasonable traffic to the site and implemented NEXRAY’s documented recommendations; and (d) submitted the claim in writing within the 90-day period. The guarantee applies once per engagement, does not entitle the Client to any refund (see clause 5.7), does not extend the engagement indefinitely, and does not constitute a warranty of any commercial result for the purposes of clause 8.3. It is subject in all respects to these Terms, including the Limitation of Liability in clause 9.
8.5. Limited Warranty Period. Any defect by which a Deliverable materially fails to conform to the agreed scope must be reported in writing within thirty (30) days of delivery. NEXRAY will, as the Client’s sole and exclusive remedy under this warranty, correct such verified defects at no charge. After this period, all corrections, changes, updates, maintenance, and support are chargeable at NEXRAY’s prevailing rates. This warranty does not cover faults arising from Client or third-party modifications, third-party platforms, plugins, APIs or services, hosting environments, Client content, or any use outside the Deliverable’s intended purpose.
Limitation of Liability
9.1. Exclusion of Indirect Damages. To the fullest extent permitted by law, NEXRAY shall not be liable to the Client or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, loss of data, or loss arising from the performance or non-performance of any digital campaign, system, or marketing initiative, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if advised of the possibility of such damages.
9.2. Liability Cap. NEXRAY’s total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, or otherwise, shall not exceed the total Fees actually paid by the Client to NEXRAY under the specific SOW giving rise to the claim in the six (6) months immediately preceding the event giving rise to liability.
9.3. Carve-Outs. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.
9.4. Basis of the Bargain. The Client acknowledges that the Fees reflect the allocation of risk in these Terms and that these limitations are an essential basis of the bargain between the parties.
9.5. Time Limit for Claims. Any claim arising out of or in connection with an engagement must be notified to NEXRAY in writing within six (6) months of the date the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim; failing which the claim is irrevocably waived and barred.
9.6. External Factors. NEXRAY is not liable for any loss or impairment caused by factors outside its reasonable control, including changes to third-party platforms, APIs, search-engine or social-media algorithms, hosting or network outages, Client modifications, or the acts or omissions of third parties.
Indemnification
The Client shall indemnify, defend, and hold harmless NEXRAY and its officers, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client’s materials or content; (b) the Client’s use of the Deliverables in breach of these Terms or applicable law; or (c) the Client’s breach of these Terms.
Term, Suspension, and Termination
11.1. These Terms apply for the duration of any engagement and survive termination as to provisions that by their nature should survive (including Sections 6, 7, 8, 9, 10, 14, and 15).
11.2. Either party may terminate an engagement for material breach not remedied within fourteen (14) days of written notice.
11.3. NEXRAY may suspend Services for non-payment or breach. On termination, the Client shall pay for all Services performed and costs incurred up to the termination date. IP rights in Deliverables remain with NEXRAY where payment has not been made in full (see Section 6.1).
11.4. Termination for Convenience; Cancellation Fee. If the Client terminates an engagement for convenience, or NEXRAY terminates for the Client’s breach or non-payment, then: (a) all deposits are forfeited and non-refundable; (b) the Client shall immediately pay for all Services performed and all costs and commitments incurred up to the termination date; and (c) the Client shall pay a cancellation fee equal to twenty-five percent (25%) of the remaining unbilled Fees under the SOW, which the parties agree is a genuine pre-estimate of NEXRAY’s reserved capacity and lost opportunity and not a penalty. NEXRAY may also terminate any engagement on written notice for any reason, in which case the Client pays only for Services performed to date.
11.5. Effect on Deliverables. No licence or right to use any Deliverable or work in progress passes to the Client on termination unless and until all sums due have been paid in full. Work in progress, drafts, and unpaid Deliverables remain NEXRAY’s exclusive property.
Third-Party Services and Links
The Services may integrate with or link to third-party platforms, processors, and tools. NEXRAY is not responsible for the availability, content, or practices of such third parties, and your use of them is governed by their own terms.
Force Majeure
NEXRAY shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, governmental action, network or hosting failures, cyber-attacks, pandemics, or supplier failures.
Governing Law and Jurisdiction
14.1. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with English Common Law, as applied within the Dubai International Financial Centre (DIFC).
14.2. The parties irrevocably submit to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (DIFC) to settle any dispute or claim arising out of or in connection with these Terms or the Services.
General Provisions
15.1. Entire Agreement. These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior understandings.
15.2. Amendments. NEXRAY may update these Terms from time to time. Material changes will be notified via our website or by email. Continued use after changes constitutes acceptance.
15.3. Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
15.4. No Waiver. Failure to enforce any provision is not a waiver of it.
15.5. Assignment and Subcontracting. The Client may not assign, novate, or otherwise transfer these Terms or any SOW without NEXRAY’s prior written consent. NEXRAY may assign, novate, subcontract, or delegate any of its rights or obligations, in whole or in part, and remains responsible for work performed by its approved subcontractors.
15.6. Notices. Notices shall be sent to the contact details set out in the SOW or to legal@nexray.co.
15.7. Non-Solicitation of Personnel. During any engagement and for twelve (12) months afterwards, the Client shall not, directly or indirectly, solicit, employ, or engage any NEXRAY employee or contractor involved in the Services. Recognising the difficulty of quantifying the resulting loss, the Client shall pay NEXRAY a sum equal to thirty percent (30%) of the relevant individual’s annual fees or salary as a genuine pre-estimate of NEXRAY’s recruitment and replacement cost.
15.8. No Third-Party Rights. A person who is not a party to these Terms has no right to enforce any of their provisions, and any statutory regime conferring rights on third parties (including the Contracts (Rights of Third Parties) framework) is excluded.
15.9. Interpretation. Headings are for convenience only and do not affect interpretation. “Including” and “include” are without limitation. These Terms may be executed in counterparts and accepted electronically, each of which is an original and together one agreement.