In this Agreement, the following definitions apply.
The Platform means the Nexus 360 digital platform and associated tools.
Services means the Platform and any additional services selected by you, including support, retainers, snapshots, or hourly services.
A Subscription means a recurring agreement for access to the Platform and/or Services.
A Retainer means a structured monthly allocation of time for support, advisory, or implementation services.
A Snapshot means a pre-configured system deployed within the Platform.
Your Account means your Nexus 360 user account.
2.1 These Terms & Conditions (“Agreement”) govern all access to and use of the Nexus 360 platform and all services provided by Nexus 360, whether delivered on a subscription, retainer, project, snapshot, hourly, or ad-hoc basis.
2.2 This Agreement applies to all Customers and forms the legal basis of the relationship between the parties. Specific services, pricing, time allocations, and minimum terms are agreed separately via an order form, service agreement, online acceptance, or written confirmation, all of which incorporate this Agreement by reference.
2.3 Access to the Nexus 360 platform is provided separately from any advisory, configuration, implementation, training, or strategic services. No services are included unless expressly agreed in writing.
2.4 Any descriptions of services on the Nexus 360 website, marketing materials, proposals, emails, or other communications are indicative only and do not form part of this Agreement unless expressly incorporated into a written agreement.
2.5 Nexus 360 may update, refine, or modify the services it offers from time to time. Such changes shall not materially affect services already agreed and paid for, unless otherwise agreed in writing.
2.6 Where multiple services are provided concurrently, each service remains subject to its applicable schedule and commercial terms, and no service shall be deemed to include any other unless explicitly stated.
3.1 Nexus 360 will provide the Customer with access to the Nexus 360 platform via one or more user accounts. The Customer is responsible for ensuring that all access credentials are kept secure and confidential.
3.2 The Customer is solely responsible for all activity carried out within its Nexus 360 account, including activity performed by its employees, contractors, agents, or any third parties granted access by the Customer.
3.3 Nexus 360 shall not be responsible for any loss, damage, disruption, or data issues arising from:
(a) unauthorised access resulting from the Customer’s failure to safeguard credentials
(b) actions taken by users authorised by the Customer
(c) changes, deletions, or configurations made within the account by or on behalf of the Customer
3.4 The Customer is responsible for ensuring that all information entered into the platform is accurate, lawful, and up to date.
3.5 Nexus 360 may impose reasonable limits on the number of user accounts, access levels, or permissions in line with the Customer’s selected subscription or service tier.
3.6 Nexus 360 reserves the right to suspend, restrict, or remove access to any account or user where:
(a) required to protect the security or integrity of the platform
(b) there is suspected misuse, breach of these Terms, or unlawful activity
(c) payment obligations have not been met, in accordance with Clause 9
3.7 The Customer acknowledges that Nexus 360 does not manage or monitor day-to-day account activity unless expressly agreed as part of a retainer or service agreement.
A1. Scope of Platform Subscription
The Platform Subscription provides the Customer with access to the Nexus 360 platform and its core functionality, including CRM, automation tools, and associated platform features made available as part of the subscription.
A2. Included Services
The Platform Subscription includes technical platform support via the Nexus 360 ticketing system only. Technical support is limited to issues relating to platform availability, access, and basic functionality.
A3. Excluded Services
The Platform Subscription does not include configuration, implementation, advisory input, training, walkthroughs, strategy, optimisation, troubleshooting of Customer-specific workflows, or any form of hands-on assistance.
Any services outside the scope of this Schedule must be agreed separately under a retainer, project, snapshot deployment, hourly engagement, or other written agreement.
A4. User Access and Limits
Platform access is provided subject to reasonable usage limits, including limits on the number of user accounts, permissions, and access levels, as determined by Nexus 360 in line with the Customer’s selected subscription tier.
A5. Setup and Onboarding
Access to the platform may require a one-off setup or onboarding process. Where applicable, any setup fee must be agreed and paid in advance. Setup fees are non-refundable once work has commenced.
A6. Changes to Platform Features
Nexus 360 may update, enhance, or modify platform features from time to time. Such changes are intended to improve the platform and shall not materially reduce core functionality without reasonable notice.
A7. No Implied Support
The Platform Subscription does not include ongoing assistance beyond the technical support described above, and no support shall be implied by past conduct, informal communications, or historical arrangements.
B1. Scope of Retainer Services
Retainer services provide the Customer with a defined allocation of Nexus 360 time for advisory, configuration, implementation, optimisation, or strategic services, as agreed in writing.
B2. Nature of Retainer Services
Retainer services are provided on a time-allocation basis only. Nexus 360 does not guarantee specific outcomes, deliverables, or results unless expressly agreed in writing.
B3. Time Allocation
Retainer time is allocated per calendar month in accordance with the Customer’s selected retainer tier. Unused time does not roll over and is forfeited at the end of each month.
B4. Use of Time
All time spent by Nexus 360 in delivering services for the Customer shall count towards retainer time, including but not limited to planning, configuration, implementation, review, documentation, communication, and administration directly related to the services.
B5. Prioritisation and Scheduling
Nexus 360 will make reasonable efforts to prioritise work within the allocated retainer hours. The Customer acknowledges that retainer services are not on-demand and that scheduling and prioritisation remain at Nexus 360’s discretion.
B6. Minimum Term and Continuation
Where a minimum retainer term applies, the retainer shall continue for that minimum period and thereafter on a rolling monthly basis unless terminated by either party with not less than one month’s written notice.
B7. Exceeding Allocated Time
Where requested work exceeds the allocated retainer hours for a given month, Nexus 360 may, at its discretion:
(a) pause work until the following month
(b) propose an upgrade to a higher retainer tier
(c) deliver additional work on an hourly or hour-bank basis
B8. Exclusions
Retainer services do not include third-party costs, software licences, advertising spend, or work outside the agreed scope unless expressly agreed in writing.
B9. Suspension
Retainer services may be suspended in accordance with Clause 9 where payment obligations are not met.
C1. Definition of Snapshots
A “Snapshot” is a pre-configured system, workflow, automation, template, or portal configuration developed by Nexus 360 for deployment within the Nexus 360 platform.
C2. Scope of Deployment
Snapshot deployment includes the installation and activation of the Snapshot within the Customer’s Nexus 360 account. Snapshot deployments do not include custom development, redesign, restructuring, or optimisation unless expressly agreed in writing.
C3. Licence and Ownership
All Snapshots remain the intellectual property of Nexus 360. The Customer is granted a non-exclusive, non-transferable licence to use the Snapshot within its own Nexus 360 account for its internal business purposes.
C4. Restrictions
The Customer shall not copy, resell, sublicense, distribute, or make Snapshots available to any third party without the prior written consent of Nexus 360.
C5. Modifications
The Customer may modify a Snapshot for its own internal use. Nexus 360 shall not be responsible for the performance, compatibility, or functionality of any Snapshot following Customer-led modifications.
C6. Support and Maintenance
Snapshot deployments do not include ongoing support, maintenance, or updates unless the Customer has an active retainer, support agreement, or other written arrangement covering such services.
C7. Compatibility and Updates
Nexus 360 may update or improve Snapshots from time to time. The Customer acknowledges that updates are not automatically applied to deployed Snapshots unless expressly agreed.
C8. Fees
Snapshot deployment fees are payable in advance and are non-refundable once deployment has commenced.
D1. Scope of Hourly Services
Hourly services provide access to Nexus 360 time on a pay-as-you-go basis for advisory, configuration, implementation, troubleshooting, or other agreed services. Hourly services are intended for discrete tasks and do not constitute ongoing support.
D2. Hourly Rates
Hourly rates are confirmed in writing at the time of engagement. Nexus 360 reserves the right to amend hourly rates from time to time. Updated rates shall not apply to work already agreed and paid for.
D3. Hour Banks
Customers may purchase a bank of hours in advance (“Hour Bank”). Hour Banks must be paid in full prior to use and are non-refundable and non-transferable.
D4. Expiry of Hour Banks
Hour Banks expire 90 days from the date of purchase unless otherwise agreed in writing. Any unused hours remaining after expiry are forfeited.
D5. Use and Consumption of Time
All time spent by Nexus 360 in delivering hourly services shall be deducted from the applicable Hour Bank or billed hourly, including planning, execution, communication, review, and administration directly related to the services.
D6. Scheduling and Availability
Hourly services are subject to availability and are not provided on an on-demand or guaranteed response basis unless expressly agreed in writing.
D7. Relationship to Retainers
Hourly services and Hour Banks do not pause, replace, or alter any active retainer arrangements. Where a Customer has an active retainer, Nexus 360 may require work to be delivered under the retainer before applying hourly services.
D8. Suspension
Hourly services and Hour Banks may be suspended in accordance with Clause 9 where payment obligations are not met.
D9. No Guarantee of Completion
Hourly services are provided on a time-spent basis only and do not guarantee completion of any specific task or outcome unless expressly agreed in writing.
8.1 All fees are payable in accordance with the pricing and payment terms agreed in writing between the parties, whether via an order form, service agreement, invoice, or online acceptance process.
8.2 Unless otherwise stated in writing:
(a) subscription and retainer fees are billed monthly in advance
(b) setup fees, snapshot fees, and hour banks are payable in full in advance
(c) ad-hoc or hourly services are invoiced in advance or on completion, at Nexus 360’s discretion
8.3 All invoices are payable within 7 days of the invoice date unless otherwise agreed in writing.
8.4 Payment must be made without set-off, deduction, or withholding of any kind.
8.5 Nexus 360 reserves the right to require payment in advance before commencing or continuing any work, including but not limited to implementation, configuration, advisory, or strategic services.
8.6 Where payment is not received by the due date, Nexus 360 may:
(a) suspend services in accordance with Clause 9
(b) charge statutory interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
(c) withhold delivery of any work, access, or materials
8.7 All fees are exclusive of VAT and any other applicable taxes, which shall be charged at the prevailing rate where applicable.
8.8 Failure to raise a query or dispute in relation to an invoice within 5 days of receipt shall be deemed acceptance of that invoice.
8.9 Nexus 360 shall not be responsible for any delays, disruption, or non-delivery of services resulting from late or non-payment.
9.1 All fees are payable in accordance with the agreed payment terms. Failure to pay any invoice by its due date may result in suspension of services.
9.2 Where payment is overdue by 7 days or more, Nexus 360 reserves the right, without liability, to suspend some or all of the following until payment is brought up to date:
(a) access to the Nexus 360 platform
(b) delivery of retainer services
(c) delivery of hourly services or use of hour banks
(d) ongoing project or implementation work
9.3 During any period of suspension:
(a) no work will be carried out
(b) retainer time will continue to elapse
(c) no unused retainer hours will be credited, paused, or rolled over
9.4 Suspension of services does not relieve the Customer of its obligation to pay any outstanding invoices, nor does it pause minimum contract terms or notice periods unless expressly agreed in writing.
9.5 Nexus 360 shall not be responsible for any loss, disruption, or business impact arising from suspension of services due to non-payment.
9.6 If payment remains outstanding for 30 days or more, Nexus 360 may, at its discretion:
(a) terminate the Customer’s access to the platform
(b) terminate any ongoing retainer, hourly services, or projects
(c) retain any prepaid fees
(d) recover outstanding sums through appropriate means
9.7 Reinstatement of services following suspension may be subject to settlement of all outstanding amounts and, where applicable, a reactivation or administrative fee.
10.1 All data, content, contacts, records, and information entered into or generated within the Nexus 360 platform by or on behalf of the Customer (“Customer Data”) shall remain the property of the Customer at all times.
10.2 Nexus 360 does not claim ownership of Customer Data. The Customer grants Nexus 360 a limited, non-exclusive licence to access, process, store, and transmit Customer Data solely for the purposes of providing the services described in this Agreement and any applicable Schedules.
10.3 The Customer is solely responsible for:
the accuracy, quality, and legality of Customer Data;
ensuring that Customer Data is collected and processed lawfully;
maintaining appropriate rights, permissions, and consents for its use within the platform.
10.4 Nexus 360 shall not be responsible for the content of Customer Data, nor for any outcomes arising from the Customer’s use of the platform, workflows, automations, or integrations.
10.5 Upon termination or suspension of services, the Customer shall remain responsible for exporting or retaining any Customer Data required. Nexus 360 may, after a reasonable period, delete or restrict access to Customer Data in accordance with its data retention policies, unless otherwise required by law.
10.6 Any templates, workflows, snapshots, configurations, automations, or system structures created by Nexus 360 remain the intellectual property of Nexus 360, unless expressly agreed otherwise in writing. The Customer is granted a licence to use such materials solely within the Nexus 360 platform for the duration of the Agreement.
10.7 Nothing in this Agreement transfers ownership of Nexus 360 intellectual property, systems, methodologies, or proprietary frameworks to the Customer.
11.1 The Customer agrees to use the Nexus 360 platform and services in a lawful, ethical, and responsible manner, and in accordance with this Agreement and any applicable laws or regulations.
11.2 The Customer must not use the platform to:
send unsolicited, unlawful, or misleading communications;
store, process, or transmit content that is illegal, offensive, defamatory, or infringes the rights of any third party;
engage in activities that breach data protection, privacy, or electronic communications regulations;
attempt to gain unauthorised access to systems, accounts, or data;
interfere with or disrupt the integrity, performance, or security of the platform or associated services.
11.3 The Customer is solely responsible for all activity carried out within their account, including activity undertaken by authorised users, third parties, or integrations connected to the platform.
11.4 Nexus 360 reserves the right to suspend or restrict access to the platform where it reasonably believes the Customer’s use:
breaches this Agreement;
poses a security, legal, or reputational risk;
may result in harm to Nexus 360, other customers, or third parties.
11.5 Where practicable, Nexus 360 will provide notice of any suspension or restriction and an opportunity to remedy the issue. However, immediate suspension may occur where continued use presents a material risk or legal exposure.
11.6 The Customer acknowledges that certain features, including messaging, automation, integrations, and outbound communication tools, must be configured and used in compliance with applicable laws and third-party platform policies. Nexus 360 does not monitor or control Customer communications and accepts no liability for misuse.
11.7 Breach of this clause may result in suspension or termination of services in accordance with this Agreement.
12.1 All intellectual property rights in and to the Nexus 360 platform, including but not limited to software, system architecture, workflows, automations, templates, snapshots, methodologies, documentation, branding, and proprietary frameworks (“Nexus 360 IP”), shall remain the sole property of Nexus 360 at all times.
12.2 Nothing in this Agreement shall operate to transfer ownership of Nexus 360 IP to the Customer. The Customer is granted a non-exclusive, non-transferable, revocable licence to use the Nexus 360 platform and related materials solely for its internal business purposes and only for the duration of this Agreement.
12.3 Any configurations, workflows, automations, templates, snapshots, or system structures created, deployed, or modified by Nexus 360 as part of the services shall remain Nexus 360 IP, unless expressly agreed otherwise in writing.
12.4 The Customer shall not:
copy, reproduce, distribute, resell, or commercially exploit any part of the Nexus 360 platform or Nexus 360 IP;
reverse engineer, decompile, or attempt to derive the source code or underlying structure of the platform;
make Nexus 360 IP available to third parties outside of permitted user access.
12.5 Where the Customer provides materials, content, or instructions to Nexus 360, the Customer warrants that it has the necessary rights and permissions to do so. Any intellectual property rights in such materials shall remain with the Customer or its licensors.
12.6 Nothing in this Agreement prevents Nexus 360 from using its general knowledge, skills, experience, and techniques developed or used in the course of providing services to the Customer, provided that Nexus 360 does not disclose the Customer’s confidential information.
13.1 Nothing in this Agreement shall limit or exclude either party’s liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any other liability which cannot be limited or excluded under English law.
13.2 Subject to clause 13.1, Nexus 360 shall not be liable for any indirect, incidental, consequential, special, or economic loss, including (without limitation) loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of data, or business interruption, arising out of or in connection with this Agreement or the use of the Nexus 360 platform.
13.3 Nexus 360 shall not be liable for:
decisions made by the Customer based on outputs, reports, automations, workflows, or system configurations;
failures or disruptions caused by third-party services, integrations, or platforms;
issues arising from Customer Data, Customer instructions, or Customer misuse of the platform.
13.4 Subject to clauses 13.1 to 13.3, the total aggregate liability of Nexus 360 arising out of or in connection with this Agreement in any contract year shall be limited to the total fees paid by the Customer to Nexus 360 in the three (3) months preceding the event giving rise to the claim.
13.5 The Customer acknowledges that the Nexus 360 platform and services are provided as business tools and that Nexus 360 does not provide legal, financial, or regulatory advice. The Customer remains solely responsible for compliance with applicable laws and regulations relating to its business activities.
14.1 This Agreement shall commence on the date the Customer first accesses the Nexus 360 platform or services and shall continue unless terminated in accordance with this clause.
14.2 Either party may terminate this Agreement by giving not less than one (1) month’s written notice, provided that any minimum term applicable to the Customer’s selected services has been completed.
14.3 Where the Customer is subscribed to a service with a minimum term (including retainers or snapshot support), the Agreement may not be terminated during that minimum term unless:
all fees due for the remainder of the minimum term are paid in full; or
termination arises due to a material breach by Nexus 360 that remains uncured after reasonable notice.
14.4 Nexus 360 may suspend or terminate access to the platform or services immediately where:
the Customer fails to pay any fees when due;
the Customer breaches this Agreement and fails to remedy such breach within a reasonable period after notice;
continued provision of services would expose Nexus 360 to legal, regulatory, security, or reputational risk.
14.5 Upon termination or suspension:
access to the Nexus 360 platform may be restricted or disabled;
all outstanding fees shall become immediately payable;
the Customer shall remain responsible for exporting any Customer Data required prior to termination, subject to any legal retention obligations.
14.6 Termination of this Agreement shall not affect:
any accrued rights or liabilities of either party;
any provisions which by their nature are intended to survive termination, including (without limitation) clauses relating to intellectual property, confidentiality, limitation of liability, data ownership, and payment obligations.
14.7 Termination does not entitle the Customer to a refund of any fees already paid, except where expressly required by law.
15.1 Nexus 360 may update or amend this Agreement from time to time to reflect changes to the platform, services, pricing structures, legal or regulatory requirements, or operational practices.
15.2 Where changes are material and adversely affect the Customer, Nexus 360 will provide reasonable notice, which may be given by email, platform notification, or publication on the Nexus 360 website.
15.3 Continued use of the Nexus 360 platform or services after the effective date of any updated Agreement shall constitute acceptance of the revised terms.
15.4 Where the Customer does not agree to a material change, the Customer may terminate this Agreement in accordance with Clause 14, subject to any applicable minimum term.
15.5 Nexus 360 may make minor or administrative changes to this Agreement without prior notice, provided such changes do not materially reduce the services provided to the Customer.
16.1 This Agreement, together with any applicable Schedules and documents expressly referenced within it, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, representations, and communications, whether written or oral, relating to its subject matter.
16.2 Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty that is not expressly set out in this Agreement.
16.3 Nothing in this clause shall limit or exclude liability for fraud or fraudulent misrepresentation.
17.1 No failure or delay by either party to exercise any right or remedy under this Agreement shall constitute a waiver of that or any other right or remedy.
17.2 A waiver of any right or remedy shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
17.3 The exercise of any right or remedy under this Agreement shall not prevent or restrict the further exercise of that or any other right or remedy.
18.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
19.1 By accessing, using, or continuing to use the Nexus 360 platform or services, the Customer confirms that they have read, understood, and agree to be bound by this Agreement and any applicable Schedules.
19.2 Where acceptance is provided electronically, including (without limitation) by ticking a checkbox, submitting an online form, or signing electronically, such acceptance shall constitute a legally binding agreement between the parties.
19.3 The Customer warrants that the individual accepting this Agreement has the authority to bind the Customer to its terms.