Parties, scope and acceptance
These draft terms are proposed for customers acting wholly or mainly for business purposes. The legal entity supplying Nidus, its registered details and the customer must be identified in an order before a contract is made. Business-only scope and governing law remain subject to confirmation.
An order means a written order form, statement of work or proposal expressly accepted by authorised representatives of both parties. It must identify these terms by version, the services, fees and taxes, payment dates, service period, renewal and cancellation arrangements, and any project deliverables and acceptance criteria. Browsing the website, requesting a demo or sending an enquiry does not accept these Service Terms.
These terms, the accepted order, the Acceptable Use Policy and, where applicable, the completed Data Processing Agreement form the agreement. Mandatory data-transfer terms take priority, followed by the DPA for data-protection matters. An order overrides these terms only where it expressly identifies the change. Customer purchase-order terms do not apply unless expressly accepted. Existing agreements are not changed merely by publishing this draft.
Services and delivery
The ordered workspace may include CRM, proposals, projects, tasks, time, invoicing, reporting, marketing, documents, integrations and AI-assisted functions. Available features and usage limits depend on the agreed plan and configuration.
Professional services may include AI opportunity mapping, assistants and internal tools, workflow automation, prototypes and MVPs, data and search integrations, dashboards and operational systems. The order defines scope, delivery responsibilities, dependencies, milestones and outputs.
Nidus will perform agreed services with reasonable care and skill. Demonstrations, roadmap statements and examples do not create additional deliverables or guarantees. A prototype is for the evaluation described in its order; production deployment, security hardening, migration and ongoing support must be expressly included.
The customer must provide timely access, information and decisions it is authorised to provide. If dependencies or requirements change, the parties will agree the effect on scope, fees and timing in writing before additional work proceeds. The customer will test deliverables against the agreed criteria and report specific failures; Nidus will remedy failures within its agreed scope. Silence does not create automatic acceptance unless an order expressly provides an agreed acceptance process.
Access and customer responsibilities
During the paid service period, Nidus grants the customer and its authorised users a limited, non-exclusive right to use the ordered workspace for the customer’s business, within the agreed limits. Resale, white-labelling and use to supply a separate service to third parties require express agreement.
The customer controls its users, permissions, connected accounts and instructions. It must protect credentials, remove access when no longer required and promptly report suspected misuse. Users must follow the Acceptable Use Policy.
The customer retains responsibility for the legality and accuracy of its data, instructions, marketing, invoices and approved actions, and must have the rights and lawful grounds needed to use them. This does not remove Nidus’s responsibilities under the agreement or applicable law.
AI, automation and connected services
AI outputs can be inaccurate, incomplete or non-unique. The customer must arrange appropriate human review before relying on outputs or allowing consequential automated actions. Nidus does not warrant that every output is correct or suitable for a particular use. The service is not a substitute for qualified legal, financial, medical or other regulated professional advice.
The parties must agree permitted data, providers, access, evaluation and approval controls for each AI project. Customer data may not be used for model training under these terms without a separate express agreement and the necessary data-protection arrangements. No promise about a third-party provider’s training or retention settings is made without verifying those settings.
Customer-selected third-party services require the customer to maintain suitable accounts and comply with their terms. The order must allocate provider charges, integration maintenance and responsibility for changes. This does not exclude Nidus’s responsibility for the work it agrees to perform or for its own subprocessors under the DPA.
Fees, subscriptions and cancellation
Fees, currency, applicable taxes, payment deadlines, expenses, usage charges and billing frequency must be stated in the accepted order. Nidus will not add unagreed project work or expenses to an invoice. The customer must promptly raise a genuine invoice dispute and pay undisputed amounts on time.
A subscription runs for the term stated in its order. Automatic renewal, minimum terms, notice deadlines and price changes apply only if expressly agreed there. No automatic renewal or unilateral price increase is created by these terms alone. Project cancellation rights, committed external costs and fees for completed work must also be agreed in the order.
Unless the order expressly provides otherwise, cancelling for convenience does not refund services already supplied. If the customer terminates for Nidus’s unremedied material breach, Nidus will refund prepaid fees for the affected services that will not be supplied. Statutory remedies and the agreed rights for defective work remain available.
Confidentiality
Each party will use the other’s confidential information only to perform or receive the agreement, take reasonable steps to protect it, and disclose it only to people who need it and are subject to appropriate confidentiality duties.
This does not cover information already lawfully known without restriction, independently developed, lawfully received from another source or public without a breach. A legally required disclosure is permitted, with prior notice where lawful and only the required disclosure. Confidentiality continues after the agreement ends for as long as the information remains confidential.
Data and intellectual property
The customer retains its rights in its data and materials. It grants Nidus only the rights needed to provide the agreed services. Personal data is additionally governed by the DPA where Nidus acts as a processor.
Nidus and its licensors retain their rights in the workspace, pre-existing tools, reusable components, methods and documentation. Subject to payment, the proposed default for bespoke deliverables is a perpetual, non-exclusive licence for the customer’s own business use, including necessary embedded Nidus materials. Third-party and open-source licence conditions still apply.
Any assignment of bespoke intellectual property, source-code delivery, exclusive licence, resale rights or different licence scope must be expressly recorded in the order. This proposed default is a commercial review item; it does not describe an existing agreed ownership policy or transfer rights in customer materials to Nidus.
Personal data and service arrangements
Each party will comply with the data-protection obligations applicable to its role. Before Nidus processes personal data on the customer’s behalf, the parties must incorporate the DPA and complete its processing, security, subprocessor and transfer schedules.
Support hours, availability commitments, backups, recovery targets and service credits exist only where expressly agreed in an order. The customer should identify critical continuity and data-export needs before ordering. This does not displace Nidus’s agreed security obligations or its duty to exercise reasonable care and skill.
Suspension, termination and exit
Nidus may restrict the affected access where reasonably necessary to address a serious security risk, unlawful use or a material breach of the Acceptable Use Policy. Action must be proportionate, notice given where lawful and practicable, and access restored when the issue is resolved. Non-payment suspension requires written notice and a reasonable opportunity to resolve the undisputed overdue payment.
Either party may end the affected order by written notice for a material breach that cannot be remedied, or that remains unremedied after written notice describing it and a reasonable remedy period. Any fixed remedy period or additional termination grounds must be agreed in the order.
On expiry or termination, the right to use the affected workspace ends and fees properly due remain payable, subject to agreed refunds. Return or deletion of customer personal data follows the customer’s choice under the DPA. Export format, transition assistance, any agreed charges and verified deletion timing must be settled before processing begins. Ending access does not permit Nidus to retain personal data contrary to the DPA.
Responsibility and limits of liability
Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.
Proposed business-contract position for review: subject to the preceding paragraph, each party’s aggregate liability arising from an order is limited to the fees paid or payable under that order during the 12 months before the event giving rise to the claim; for a fixed-fee project, the cap is the total agreed project fee. Connected claims arising from the same event are treated together.
Subject to the non-excludable liabilities above, neither party is liable for indirect or consequential loss. The cap does not reduce the customer’s obligation to pay agreed fees or Nidus’s obligation to refund unearned prepaid fees under these terms. Each party must take reasonable steps to reduce its loss.
The cap, any separate treatment of confidentiality, data protection or intellectual-property claims, insurance alignment and any indemnities must be expressly reviewed and approved before these terms are used. Nothing here limits individuals’ or regulators’ rights under data-protection law. No blanket exclusion of all responsibility is intended.
Other contract provisions
Neither party is responsible for delay caused by circumstances beyond its reasonable control, provided it promptly informs the other and takes reasonable mitigation steps. This does not excuse fees already due, confidentiality or data-protection duties. The order should specify an exit right if interruption continues.
Neither party may transfer the agreement without the other’s written agreement, except where an order expressly permits it. Nidus remains responsible for subcontracted performance and must follow the DPA’s separate subprocessor requirements.
Contract notices must be sent to the contacts identified in the order. A failure to enforce a right is not a waiver. If a provision is unenforceable, the remainder continues so far as legally possible. No third party has contractual enforcement rights unless expressly agreed, without affecting statutory data-subject rights.
The agreement records the parties’ agreement on its subject matter without excluding fraud or any protection the law does not allow them to exclude. Amendments require express agreement; a website update alone is not an amendment. Governing law and courts must be confirmed in the order before acceptance.