01 — Agreement

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client") and Nexvea IT Infrastructure LLC ("Nexvea," "we," "us," or "our"), a company incorporated in Dubai, United Arab Emirates, with its registered office at 215, The Burlington Tower, Business Bay, Dubai, UAE.

By engaging Nexvea for services — whether through a signed retainer agreement, proposal acceptance, invoice payment, or written confirmation via email or messaging — you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, do not engage our services. Continued engagement after any updates constitutes acceptance of the revised Terms.

02 — Services

Scope of Services

Nexvea provides white-label design execution and digital services to agencies, consultancies, and businesses. Our services include but are not limited to:

• UI/UX design for web and mobile applications

• Brand identity design — logos, visual systems, guidelines

• Digital marketing assets — social media, ads, email templates

• Custom SaaS and web application development

• Motion graphics, presentations, and pitch deck design

The specific services, deliverables, timelines, and pricing for each engagement are defined in a separate Scope of Work (SOW) or retainer agreement. In the event of a conflict between these Terms and a signed SOW, the SOW shall take precedence.

Nexvea reserves the right to decline any project or request that falls outside our capabilities, conflicts with our values, or violates applicable law.

03 — Retainer & Payments

Pricing, Invoicing & Payment

Nexvea operates on a tailored retainer model. Retainer fees are scoped individually based on the volume, complexity, and type of work required. All pricing is confirmed in writing prior to engagement.

• Retainer invoices are issued monthly, in advance, unless otherwise agreed in writing

• Payment is due within 7 calendar days of invoice date unless a different term is specified in the SOW

• Late payments beyond 14 days may result in a pause of active work until the account is settled

• All fees are quoted in USD unless otherwise stated; international transfer fees are the responsibility of the Client

• Retainer fees are non-refundable once the billing cycle has commenced and work has begun

For ad-hoc or project-based work outside the retainer scope, a separate quote will be provided and must be approved in writing before work commences.

04 — Deliverables & Intellectual Property

Ownership of Work

Upon receipt of full payment for a given billing period, Nexvea assigns all rights, title, and interest in the deliverables produced during that period to the Client. This includes design files, source code, assets, and related materials as specified in the SOW.

Until full payment is received, all deliverables remain the intellectual property of Nexvea IT Infrastructure LLC and may not be used, published, or distributed by the Client.

• Nexvea retains the right to display completed work in its portfolio, case studies, and marketing materials unless the Client explicitly requests confidentiality in writing — which we fully honor as a white-label partner

• Third-party assets (stock photography, licensed fonts, icon libraries) used in deliverables remain subject to their respective licenses; procurement of necessary licenses is the Client's responsibility unless otherwise agreed

• Nexvea retains ownership of internal tools, templates, frameworks, and methodologies developed independently

05 — Client Obligations

What We Need From You

A successful engagement requires active participation from the Client. By engaging Nexvea, you agree to:

• Provide accurate, complete briefs, brand guidelines, and project materials in a timely manner

• Designate a primary point of contact with authority to approve deliverables and provide feedback

• Respond to requests for feedback, approvals, or clarification within 3 business days unless otherwise agreed

• Ensure that all content, assets, and materials provided to Nexvea do not infringe on any third-party intellectual property rights

• Make payments on time as per the agreed invoicing schedule

Delays caused by the Client — including late feedback, missing assets, or withheld approvals — may impact delivery timelines. Nexvea will not be held responsible for missed deadlines arising from Client-side delays.

06 — Confidentiality

White-Label & Confidentiality

Nexvea understands and respects the confidential nature of white-label partnerships. We will not disclose the existence of our engagement, the identity of your end clients, or the details of your business operations to any third party without your prior written consent.

In return, the Client agrees to:

• Keep Nexvea's pricing, processes, internal tooling, and operational details confidential

• Not engage, solicit, or hire any Nexvea team member or contractor directly during the engagement and for 12 months following its termination

• Not reverse-engineer or replicate Nexvea's proprietary workflows, templates, or methodologies for competitive purposes

Where a separate Non-Disclosure Agreement (NDA) has been signed, its terms shall supplement — not replace — this section.

07 — Revisions & Scope

Revision Policy & Scope Changes

The number of revision rounds included in each engagement is defined in the SOW. Revisions are changes to existing deliverables based on the original brief. They do not include new directions, fundamental redesigns, or additions outside the agreed scope.

• Revision requests must be submitted in writing (email or project management tool) with clear, consolidated feedback

• Revisions requested after final approval may be treated as new requests and billed accordingly

• Scope changes — additions, expansions, or pivots — require a written change order and may affect timelines and pricing

• Nexvea will flag scope creep proactively and will not proceed with out-of-scope work without written approval

08 — Termination

Ending the Engagement

Either party may terminate an ongoing retainer engagement with 30 days' written notice. During the notice period, Nexvea will continue delivering services and the Client will continue to be invoiced for that period.

• Immediate termination by Nexvea may occur in cases of non-payment, breach of these Terms, or conduct that is abusive, unlawful, or unethical

• In the event of Client-initiated early termination, any fees already paid for the current billing cycle are non-refundable

• Upon termination, Nexvea will deliver all completed and paid-for work in an organized handover package within 10 business days

• Clauses relating to confidentiality, IP ownership, and non-solicitation survive termination

09 — Limitation of Liability

Liability Cap

To the fullest extent permitted by applicable law, Nexvea's total liability to the Client for any claim arising out of or related to these Terms or the services provided shall not exceed the total fees paid by the Client to Nexvea in the three (3) months preceding the claim.

Nexvea shall not be liable for:

• Indirect, incidental, consequential, or punitive damages of any kind

• Loss of revenue, profit, data, or business opportunity

• Delays or failures caused by third-party platforms, tools, or services

• Client-side errors, omissions, or unauthorized use of deliverables

• Force majeure events including natural disasters, government actions, or infrastructure outages

10 — Warranties

Representations & Warranties

Nexvea warrants that:

• Services will be performed with reasonable care, skill, and professionalism

• Deliverables will substantially conform to the agreed specifications at the time of delivery

• We have the right to enter into this agreement and perform the services described

The Client warrants that:

• All materials, content, and assets provided to Nexvea are owned by or licensed to the Client

• Engaging Nexvea does not violate any other agreement the Client is party to

• The Client has authority to approve deliverables and bind the organization to these Terms

All other warranties — express or implied — are disclaimed to the fullest extent permitted by law.

11 — Governing Law

Jurisdiction & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation within 30 days of written notice of the dispute. If unresolved, the dispute shall be referred to the courts of Dubai, UAE, which shall have exclusive jurisdiction.

Nothing in this clause prevents either party from seeking urgent injunctive or interim relief to protect intellectual property or confidential information.