Terms of Service

Nexulyze (“Nexulyze,” “we,” “us,” or “our”) provides software development, digital technology, consulting, product development, cloud and DevOps, UI/UX, automation, SaaS, maintenance, support, and related technology services.

Legal Entity Name: Nexulyze

Business Address: Eastern View Commercial Complex(10th Floor), 50, DIT Extension Road, Naya Paltan, Dhaka-1000.

Website: https://www.nexulyze.com/

These Terms apply generally to your use of Nexulyze’s public website and services.

Certain services may also be governed by additional agreements, including:

• Master Services Agreements

• Statements of Work

• Service Orders

• Software or SaaS Subscription Agreements

• Data Processing Agreements

• Non-Disclosure Agreements

• Support or Maintenance Agreements

• Other written agreements between Nexulyze and a customer

If there is a conflict between these Terms and a separate written agreement specifically covering a service, the specific written agreement will control to the extent of the conflict.

You represent that:

• You have the legal capacity to enter into these Terms; and

• If you are accessing or using a Nexulyze service on behalf of a company or organization, you have authority to bind that organization.

You may not use Nexulyze's services where such use is prohibited by applicable law.

The scope, functionality, pricing, timeline, deliverables, hosting arrangements, support level, and other characteristics of a particular service may vary.

For custom software projects, the applicable Statement of Work, proposal, quotation, or contract will define the specific deliverables.

Nexulyze does not guarantee that every feature, integration, technology, or implementation will be available in every service.

Customers are responsible for providing accurate, complete, and timely information reasonably necessary for us to provide the services.

Customers are also responsible for:

• Providing required access, credentials, data, content, approvals, and feedback

• Reviewing and approving deliverables

• Ensuring that submitted content and data may legally be provided to Nexulyze

• Maintaining appropriate backups of customer-controlled information unless backup services are expressly included

• Keeping account credentials confidential

• Using services in compliance with applicable law

• Cooperating reasonably with project, security, and support requirements

Delays caused by missing information, delayed approvals, unavailable personnel, or third-party dependencies may affect project timelines.

Certain services may require you to create an account.

You are responsible for maintaining the confidentiality of your login credentials and for activities performed through your account.

You must promptly notify Nexulyze if you believe your account has been compromised or accessed without authorization.

Nexulyze may suspend or restrict an account where reasonably necessary to protect the service, users, customers, or our systems.

You must not use Nexulyze services to:

• Violate applicable law or regulation

• Commit fraud or facilitate unlawful activity

• Gain unauthorized access to systems, networks, accounts, or data

• Introduce malware, ransomware, viruses, or other malicious code

• Interfere with or disrupt our infrastructure

• Attempt to bypass security or access restrictions

• Abuse or overload our systems

• Reverse engineer or extract protected components except where legally permitted

• Scrape or collect information in a manner prohibited by law or applicable service restrictions

• Infringe intellectual property or privacy rights

• Store or transmit content that you are not legally entitled to use

• Use the service in a manner that creates unreasonable security, legal, or operational risk

We may take reasonable action, including suspension or termination, when we reasonably believe these restrictions have been violated.

8.1 Nexulyze Property

Unless otherwise agreed in writing, Nexulyze retains all rights, title, and interest in:

• Nexulyze's website

• Branding, logos, and trademarks

• Pre-existing software

• Frameworks

• Libraries

• Templates

• Tools

• Reusable components

• Internal systems

• Development methodologies

• Documentation

• General know-how

• Technology developed independently of a specific customer engagement

Nothing in these Terms transfers ownership of Nexulyze's pre-existing intellectual property.

8.2 Customer Materials

Customers retain ownership of content, information, trademarks, data, documents, and other materials they provide to Nexulyze (“Customer Materials”).

The customer grants Nexulyze the limited rights reasonably necessary to use Customer Materials for providing the contracted services.

8.3 Custom Deliverables

Ownership and licensing of custom-developed software, source code, designs, documentation, and other project deliverables will be determined by the applicable contract, proposal, Statement of Work, or other written agreement.

Unless expressly agreed otherwise, payment for a project does not automatically transfer ownership of Nexulyze's pre-existing technology, reusable components, frameworks, tools, libraries, or third-party materials embedded in the deliverables.

A Nexulyze solution may rely on third-party services, libraries, APIs, infrastructure, payment processors, hosting providers, authentication systems, analytics tools, or other technologies.

Third-party services may have separate terms, licenses, pricing, availability, and privacy policies.

Nexulyze is not responsible for failures, changes, suspension, pricing changes, or unavailability caused solely by a third-party provider.

Where a third-party dependency is material to a project, the applicable agreement may specify the responsibility and cost associated with that dependency.

Unless otherwise agreed in writing:

• Customers must pay fees according to the applicable quotation, invoice, subscription plan, or contract

• Fees may be non-refundable where work has already been performed or where the applicable agreement states otherwise

• Taxes, government charges, payment processing fees, or third-party charges may apply where applicable

• Late payments may result in suspension of services or other remedies available under the applicable agreement

For custom projects, milestone payments, deposits, retainers, or other payment structures may apply.

Custom software projects may evolve during development.

Requests that materially change the original scope may require:

• Additional fees

• Changes to delivery timelines

• Revised specifications

• Additional infrastructure or third-party costs

• A written change request

Nexulyze is not required to provide substantial out-of-scope work without appropriate approval.

Where applicable, deliverables may be provided for review, testing, or acceptance.

Customers are responsible for reasonably reviewing deliverables and notifying Nexulyze of material defects or discrepancies within the period specified in the applicable agreement.

Unless the applicable agreement states otherwise, a deliverable may be considered accepted when:

• The customer expressly approves it

• The customer deploys or commercially uses it

• The applicable acceptance period expires without a written notice identifying material issues

Support, maintenance, updates, bug fixes, monitoring, hosting, and post-launch services are provided only to the extent included in the applicable agreement or service plan.

Unless expressly stated otherwise, Nexulyze is not obligated to provide unlimited ongoing maintenance or support for completed projects.

We aim to provide reliable services, but we do not guarantee that any website, application, platform, API, or service will:

• Be available at all times

• Operate without interruption

• Be completely error-free

• Be compatible with every device, browser, third-party service, or future technology

Service interruptions may occur due to maintenance, infrastructure failures, security incidents, internet failures, third-party dependencies, force majeure events, or other circumstances beyond our reasonable control.

Nexulyze uses reasonable measures designed to protect systems and information.

However, no technology environment can be guaranteed to be completely secure.

Customers are responsible for implementing reasonable security practices on systems and accounts under their control, including appropriate passwords, access controls, backups, and authorized-user management.

Information identified as confidential, or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, must be handled in accordance with applicable contractual confidentiality obligations.

Where appropriate, the parties may execute a separate Non-Disclosure Agreement.

Confidentiality obligations do not generally apply to information that:

• Is publicly available without breach

• Was lawfully known before disclosure

• Is independently developed without use of confidential information

• Must be disclosed by law or lawful authority, subject to applicable requirements

Our collection and processing of personal information is described in our Privacy Policy.

Where Nexulyze processes personal data on behalf of a business customer, additional contractual privacy terms may apply.

You remain responsible for the legality, accuracy, ownership, and rights associated with content you provide or upload.

You must not provide content that:

• Infringes another person's rights

• Contains malicious software

• Violates applicable law

• Contains unlawfully obtained personal information

• Is otherwise prohibited under these Terms or an applicable agreement

You grant Nexulyze only the permissions reasonably necessary to host, process, transmit, store, modify, or otherwise use such content for providing the applicable service.

Nexulyze respects intellectual property rights.

If you believe material associated with a Nexulyze service infringes your rights, you should contact us with sufficient information for us to investigate the claim.

Nexulyze may suspend or terminate access to a service where reasonably necessary due to:

• Material breach of these Terms

• Non-payment

• Security risks

• Fraudulent or unlawful activity

• Abuse of the service

• Threats to our systems or other users

• Requirements imposed by law or competent authorities

Where reasonably possible, we may provide notice and an opportunity to address the issue before suspension or termination.

Termination does not eliminate obligations that by their nature should survive termination.

Upon termination:

• Your right to access the applicable service may end

• Outstanding payment obligations remain due

• Confidentiality, intellectual property, limitation of liability, indemnity, dispute resolution, and other surviving provisions remain effective as applicable

Where a customer is entitled to receive data or export assistance after termination, the applicable agreement will determine the process and applicable fees.

To the maximum extent permitted by applicable law, Nexulyze's website and services are provided on an “as is” and “as available” basis unless expressly warranted in a written agreement.

To the extent permitted by law, Nexulyze disclaims warranties that are not expressly stated in the applicable agreement, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, or error-free operation.

Nothing in these Terms excludes or limits warranties or rights that cannot lawfully be excluded or limited under applicable law.

To the maximum extent permitted by applicable law, Nexulyze will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data, arising from or related to the services.

To the maximum extent permitted by law, Nexulyze's aggregate liability arising from a particular service or engagement will not exceed the total fees actually paid to Nexulyze for that service during the twelve (12) months preceding the event giving rise to the claim.

This limitation does not apply where liability cannot legally be limited or excluded.

Where a separate written agreement contains a different liability provision, that provision will control.

To the extent permitted by applicable law, you agree to indemnify and hold harmless Nexulyze, its directors, employees, contractors, and representatives from third-party claims, losses, liabilities, damages, and reasonable costs arising from:

• Your unlawful use of the services

• Your violation of these Terms

• Your infringement of another person's rights

• Customer Materials supplied by you

• Your violation of applicable law

This provision applies only to the extent the relevant claim resulted from your acts or omissions and subject to any limitations in the applicable contract.

Nexulyze will not be responsible for delays or failures caused by events beyond our reasonable control, including:

• Natural disasters

• War or civil unrest

• Government actions

• Internet or telecommunications failures

• Power outages

• Cloud or hosting failures

• Cyberattacks or widespread security incidents

• Epidemics or pandemics

• Labor disruptions

• Failures of third-party providers

We will take commercially reasonable steps to mitigate the impact where practical.

By using our services or communicating with Nexulyze, you agree that we may contact you regarding:

• Your account

• Projects

• Billing

• Security

• Service changes

• Support requests

• Contracts

• Other service-related matters

Marketing communications will be handled in accordance with applicable law and your communication preferences.

We may modify, update, improve, replace, or discontinue portions of our website or services from time to time.

For contracted services, material changes will be handled according to the applicable agreement.

We may update these Terms from time to time.

Updated Terms will be posted on the relevant website or service and may include a revised “Last Updated” date.

Where required by law or contract, we will provide additional notice of material changes.

Your continued use of the service after the effective date of updated Terms constitutes acceptance of the revised Terms to the extent permitted by law.

These Terms will be governed by and interpreted in accordance with the laws of Bangladesh, unless a separate written agreement provides otherwise or applicable law requires a different approach.

Subject to applicable law and any contractual dispute-resolution mechanism, disputes will be subject to the jurisdiction of the competent courts of Dhaka, Bangladesh.

Before commencing formal legal proceedings, the parties should make reasonable efforts to resolve disputes through good-faith discussion.

For business customers, a separate agreement may establish mediation, arbitration, escalation procedures, or other dispute-resolution mechanisms.

Nothing in this section prevents a party from seeking urgent legal relief where necessary to protect intellectual property, confidential information, security, or other legal rights.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

Failure by Nexulyze to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision later.

These Terms, together with any applicable contracts, policies, quotations, Statements of Work, and other written agreements, constitute the agreement governing your use of the relevant Nexulyze service.

You may not transfer or assign your rights or obligations under these Terms without Nexulyze's prior written consent, except where permitted by applicable law.

Nexulyze may assign or transfer these Terms as part of a merger, acquisition, restructuring, corporate reorganization, or transfer of the relevant business or assets, subject to applicable law.

For questions regarding these Terms, contact:

Nexulyze

Eastern View Commercial Complex(10th Floor), 50, DIT Extension Road, Naya Paltan, Dhaka-1000.

Email: info@nexulyze.com

Phone: +88 01338-541364

By accessing or using Nexulyze's website or services, you acknowledge that you have read and agree to these Terms of Service, subject to any separate written agreement governing your particular engagement.