Terms of Engagement

These Terms of Engagement ("Terms") govern the provision of AI automation and related consulting services ("Services") by Vanshraj-FZ LLC, trading as Nyxora ("Nyxora," "we," "us"), a company registered in Ras Al Khaimah Economic Zone (RAKEZ), United Arab Emirates (licence no. 45002556), to the client identified in the applicable proposal, order form, or statement of work ("Client," "you").

By engaging Nyxora — whether by signing a proposal, paying an invoice, or instructing us to begin work — you agree to be bound by these Terms.

1. Services

Nyxora provides bespoke AI-powered business automation services, which may include (as agreed in a proposal or statement of work): workflow automation build and deployment, AI receptionist/chatbot configuration, lead management automation, and related consulting, hosting, and support. Exact scope, deliverables, and timelines for each engagement are set out in the relevant proposal or statement of work, which forms part of these Terms.

2. Onboarding and Client Responsibilities

To deliver Services, we may require access to Client-owned systems, accounts, or data (e.g. Google Workspace, form platforms, CRM, messaging accounts). Client agrees to:

• Provide timely, accurate information and access credentials reasonably required for delivery
• Ensure it has the right to grant Nyxora access to any third-party systems or data provided
• Designate a point of contact for approvals and feedback

Delays caused by Client's failure to provide access, information, or approvals may extend delivery timelines without penalty to Nyxora.

3. Fees and Payment

• Setup/onboarding fees (where applicable) are due as specified in the proposal, typically before work commences.
• Recurring service fees are billed monthly in advance unless otherwise agreed, via the payment method on file.
• Fees exclude third-party costs (e.g. AI API usage, phone/SMS/WhatsApp costs, third-party software subscriptions) unless explicitly stated as included in your plan.
• Late payments may result in suspension of Services after 7 days' written notice.
• All fees are quoted in GBP unless stated otherwise and are exclusive of applicable taxes.

4. Term and Termination

• Engagements run on a rolling monthly basis unless a fixed term is specified in the proposal.
• Either party may terminate a recurring Service with 30 days' written notice.
• Nyxora may suspend or terminate Services immediately for non-payment, breach of these Terms, or misuse of the Services.
• Upon termination, Client remains responsible for fees incurred up to the effective termination date. See our Refund Policy for details on fees already paid.
• Sections relating to IP ownership, confidentiality, limitation of liability, and governing law survive termination.

5. Intellectual Property

• Nyxora retains ownership of its pre-existing tools, templates, reusable workflow components, methodologies, and know-how ("Nyxora IP"), whether used before, during, or after an engagement.
• Upon full payment, Client receives a non-exclusive, perpetual licence to use the specific automation(s) built for them for their own internal business purposes.
• Client retains ownership of its own data, content, and materials provided to Nyxora.
• Where a workflow is hosted on Nyxora's infrastructure, exported copies or migration assistance can be arranged separately on request, and may incur a fee.

6. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or customer information disclosed by the other party in connection with the engagement, and to use it solely for the purpose of the engagement. This obligation survives termination for 2 years.

7. Data Protection

Where Nyxora processes personal data on Client's behalf as part of Services, the parties agree to the terms of Nyxora's Data Processing Agreement (DPA), incorporated by reference. See also our Privacy Policy.

8. Third-Party Services

Services may rely on third-party platforms (e.g. AI model providers, Google, hosting providers, VoIP/messaging providers). Nyxora is not responsible for outages, changes, or limitations imposed by third-party providers, though we will make reasonable efforts to notify Client of material impacts and provide workarounds where feasible.

9. Service Levels and Support

Support is provided during Nyxora's standard business hours, typically via email or the agreed communication channel. Specific response times or uptime commitments, if any, will be set out in the applicable proposal. Nyxora does not guarantee uninterrupted operation of automations that depend on third-party infrastructure.

10. Limitation of Liability

• To the maximum extent permitted by law, Nyxora's total liability arising out of or in connection with an engagement shall not exceed the total fees paid by Client to Nyxora in the 3 months preceding the claim.
• Nyxora shall not be liable for indirect, consequential, or special damages, including loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages.
• Nothing in these Terms limits liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.

11. Indemnity

Client agrees to indemnify Nyxora against claims arising from Client's misuse of the Services, breach of these Terms, or from Client's failure to have proper legal basis for data provided to Nyxora for processing.

12. Force Majeure

Neither party is liable for delay or failure to perform obligations due to circumstances beyond its reasonable control, including third-party platform outages, internet infrastructure failures, or acts of government.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

14. General

• These Terms, together with any signed proposal or statement of work, constitute the entire agreement between the parties.
• Nyxora may update these Terms from time to time; continued use of Services after notice constitutes acceptance.
• If any provision is found unenforceable, the remaining provisions continue in full force.
• Notices should be sent to asknyxora@gmail.com.