Terms and Conditions

1. The agreement

These Terms and Conditions form a binding agreement between Nextware Technologies (“Nextware”, “we”, “us”) and the individual or organisation engaging our services (“you”, “the Client”). They apply when you accept a proposal, sign an order form, pay an invoice, or otherwise instruct us to begin work. Where a signed proposal, statement of work or master services agreement conflicts with these terms, that document takes precedence for the conflicting point only.

2. Definitions

• Services: the work described in your proposal or statement of work.
• Deliverables: reports, content, code, designs and other materials we produce for you.
• Client Materials: content, data, trademarks, credentials and access you provide to us.
• Connected Accounts: third-party accounts you authorise us to access, such as Google Search Console, Google Analytics, Google Business Profile, Facebook Pages and Instagram business accounts.

3. Our services

We provide digital marketing and engineering services, which may include search engine optimisation (SEO), answer engine optimisation (AEO), generative engine optimisation (GEO), AI integration, web development and app development. The exact scope, deliverables, timelines and fees are set out in your proposal. Work outside that scope is chargeable and will be agreed in writing first.

4. Quotes, fees and payment

• Fees are as stated in your proposal or invoice, exclusive of taxes unless stated otherwise.
• Retainers are billed in advance for each period. Project work is billed to the schedule in the proposal.
• Invoices are payable within 14 days unless agreed otherwise.
• We may pause work on overdue accounts after giving notice, and may charge interest on late payment at the rate permitted by law.
• Third-party costs (advertising spend, licences, hosting, stock media, paid placements) are your responsibility and are billed at cost unless included in your proposal.

5. Your responsibilities

You agree to:

• give us accurate information and the access we reasonably need to do the work;
• provide timely feedback and approvals, since delays affect delivery dates;
• hold the rights to all Client Materials you give us, including images, trademarks and copy;
• keep your own accounts secure, and tell us promptly if credentials or access change;
• ensure the claims you ask us to publish about your business are truthful and substantiated.

6. Account access and authority

Where the Services require it, you will grant us access to Connected Accounts, normally through the platform’s official OAuth flow rather than by sharing passwords. You confirm and warrant that:

• you own, or are lawfully authorised to administer, every account you connect;
• you have authority to permit us to access it and to act on your behalf within it;
• where the account belongs to a third party, for example a client of yours or a business you manage, you have that party’s permission to grant this access.

We request the narrowest permissions needed for the agreed Services, use them only for those Services, and handle the resulting data as set out in our Privacy Policy. You may revoke our access at any time; if you do, we may be unable to continue performing affected Services, and fees for the current period remain payable.

7. Third-party platforms

Our work depends on platforms we do not control, including Google and Meta. Your use of those platforms is governed by their own terms, and you remain responsible for complying with them. Platforms may change their algorithms, APIs, policies, pricing or availability at any time, may restrict or remove features, and may suspend accounts. We are not liable for the consequences of such changes, nor for any platform action taken against your account other than where it results directly from our proven negligence or breach of these terms.

8. Publishing on your behalf

Where the Services include publishing, you authorise us to create, schedule, edit and remove content on your Connected Accounts, which may include Google Business Profile posts and updates, Facebook Page posts, and Instagram posts and reels. Unless you instruct otherwise:

• content is produced to an agreed calendar and made available for your approval before publication;
• you remain the publisher of record and own the published content;
• we keep a log of actions taken on your accounts so you can audit them;
• you may withdraw publishing authority at any time in writing, or by revoking access.

We use AI tools to assist with drafting. All AI-assisted output is reviewed by a person before publication. You are responsible for the factual accuracy of business claims, offers, pricing and regulated statements you approve.

9. Acceptable use

We will not, and you agree not to ask us to, engage in practices that breach platform policies or the law. This includes deceptive or manipulative tactics, spam, cloaking, buying links or engagement in breach of platform rules, scraping data unlawfully, publishing content that is illegal, defamatory, infringing, discriminatory or misleading, or misrepresenting who is behind an account. We may refuse or stop work that would put your accounts or ours at risk, and may terminate for repeated requests of this kind.

10. No guarantee of results

11. Intellectual property

• You retain ownership of Client Materials and of your brand.
• On full payment, you own the Deliverables produced specifically for you, and we assign the rights needed for you to use them for your business.
• We retain ownership of our pre-existing know-how, methods, frameworks, internal tooling, templates and code libraries, and of anything we develop generally. We grant you a perpetual, non-exclusive licence to use these to the extent embedded in the Deliverables.
• We may reference the work and your brand in our portfolio and case studies unless you ask us in writing not to.

12. Confidentiality

Each party will keep the other’s confidential information secret, use it only for the purposes of this agreement, and protect it with reasonable care. This does not apply to information that is public through no breach, already lawfully known, independently developed, or required to be disclosed by law. These obligations continue for 3 years after the engagement ends.

13. Data protection

Each party will comply with applicable data protection law. Where we process personal data on your instruction as part of the Services, we act as processor and you act as controller, and we will process it only on your documented instructions, keep it secure, use appropriately bound personnel, assist you with data subject requests where reasonable, and delete or return it at the end of the engagement. Full detail of what we access, why, and how it is deleted is in our Privacy Policy and data deletion instructions. A data processing agreement is available on request.

14. Term and termination

• Retainers run month to month unless your proposal says otherwise, and either party may end them with 30 days’ written notice.
• Project work ends on acceptance of the final Deliverables.
• Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
• On termination you must pay for work performed and costs committed up to the termination date.
• On termination we will hand over the Deliverables you have paid for, revoke our access to your Connected Accounts, and delete your data as described in our Privacy Policy.

15. Warranties and disclaimers

We warrant that we will perform the Services with reasonable care and skill, using suitably experienced people. Except as expressly stated, and to the fullest extent permitted by law, the Services and Deliverables are provided without other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Nothing in these terms limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence, or for fraud.

16. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill, anticipated savings, business interruption or loss of data. Our total aggregate liability arising out of or in connection with this agreement is limited to the total fees you paid us in the 3 months immediately before the event giving rise to the claim.

17. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from: Client Materials or content you approved infringing a third party’s rights; your breach of a platform’s terms; claims that you lacked authority to grant access to a Connected Account; or your breach of applicable law.

18. General

• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages, platform failures, natural events, conflict or government action.
• Subcontracting. We may use vetted subcontractors and sub-processors, and remain responsible for their work.
• Changes. We may update these terms; the version in force is the one published on this page when you accept a proposal or renew. Material changes will be notified to active clients.
• No partnership. Nothing here creates a partnership, joint venture or employment relationship.
• Entire agreement and severability. These terms with your proposal form the whole agreement. If a clause is unenforceable, the rest stands.
• Governing law. This agreement is governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates, and the courts of Dubai have exclusive jurisdiction. The parties will attempt good-faith resolution before starting proceedings.

19. Contact

Questions about these terms: info@nextwaretech.co. See also our Privacy Policy and data deletion instructions.

• Dubai, UAE: IFZA Property FZCO, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates. Tel: +971 58 697 0330
• Faisalabad, Pakistan: Chak # 189 RB Rasoolpur, Chak Jhumra Road, Near Wapda City Canal Road, Faisalabad, Pakistan. Tel: 0311 4010806