Terms and Conditions

1. Introduction

These Terms and Conditions (“Terms”) govern access to and use of the Nuvexia website and, where expressly incorporated into an agreement, the provision of services by Nuvexia (“Nuvexia”, “we”, “us”, or “our”).

By accessing or using the website, you agree to comply with these Terms.

If you purchase or engage Nuvexia for professional services, the applicable proposal, quotation, Statement of Work (“SOW”), Order Form, Master Services Agreement (“MSA”) or other written agreement may contain additional or different terms. Where there is a conflict, the applicable signed commercial agreement will generally prevail over these website Terms for the relevant services.

2. Nuvexia Services

Nuvexia provides technology, artificial intelligence and consulting-related services.

Depending on the applicable engagement, services may include:

• AI governance and AI compliance consulting.
• AI infrastructure and engineering.
• AI security services.
• AIOps and Cloud FinOps.
• Data analysis and visualisation.
• Process automation.
• AI implementation and integration.
• Business and data insights.
• Technology advisory and related consulting.
• Other AI, data, security, cloud or technology services specifically agreed in writing.

The precise scope, deliverables, assumptions, milestones, dependencies, fees and acceptance criteria for a particular engagement will be determined by the applicable SOW, proposal, quotation or contract.

Website descriptions are general descriptions and do not create a contractual obligation to provide any particular feature, deliverable, technology or outcome unless expressly stated in a written agreement.

3. Website Use

You may use the website only for lawful purposes.

You must not:

• Use the website in violation of applicable law.
• Attempt to gain unauthorised access to systems or data.
• Introduce malware, malicious code or harmful material.
• Interfere with website security or availability.
• Scrape, copy or systematically reproduce website content without permission.
• Misrepresent your identity or authority.
• Use the website to infringe the rights of another person.
• Use the website to facilitate unlawful, fraudulent or harmful activity.
• Attempt to reverse engineer or compromise website functionality.

Nuvexia may suspend or restrict access where reasonably necessary to protect the website, users, systems or legitimate business interests.

4. Professional Services Engagements

Nuvexia's professional services are normally provided pursuant to an agreed commercial scope.

An engagement may specify:

• Scope of work.
• Deliverables.
• Project milestones.
• Client responsibilities.
• Required access and information.
• Dependencies.
• Fees and payment terms.
• Acceptance criteria.
• Support arrangements.
• Intellectual-property arrangements.
• Data-processing responsibilities.
• Project assumptions and exclusions.

Nuvexia is not responsible for delays or failures caused by dependencies, information, access, systems, third-party services or decisions outside Nuvexia's reasonable control.

5. Client Responsibilities

The client is responsible for:

• Providing accurate and timely information.
• Providing appropriate access to systems where required.
• Ensuring that it has the right to provide data, content and materials to Nuvexia.
• Obtaining necessary consents, permissions and authorisations.
• Maintaining appropriate backups of its systems and data.
• Reviewing and validating deliverables.
• Making business, legal, regulatory and operational decisions.
• Ensuring that deployed solutions are appropriate for the client's particular environment.
• Complying with laws applicable to its business.

Nuvexia may rely on information supplied by the client and is not responsible for consequences caused by materially inaccurate, incomplete or outdated client information.

6. AI-Specific Disclaimer

Artificial intelligence and machine-learning systems may generate outputs that are inaccurate, incomplete, inconsistent, biased, unexpected or unsuitable for a particular purpose.

AI outputs should therefore be reviewed and validated by appropriately qualified personnel before being relied upon for consequential decisions.

Unless expressly agreed in writing, Nuvexia does not provide legal, medical, financial, investment, tax, accounting or other regulated professional advice merely because its services involve AI, data, analytics, automation or technology.

Nuvexia's services do not replace the client's own professional, legal, regulatory, governance, security or management responsibilities.

Where a project involves automated or AI-assisted decision-making, the client remains responsible for determining whether the proposed use is appropriate and lawful for its particular circumstances.

7. No Guaranteed Business Outcome

Nuvexia may provide recommendations, analysis, technical implementations, models, automations, dashboards, governance materials, security recommendations or other deliverables.

Unless a specific outcome or service level is expressly guaranteed in a signed written agreement, Nuvexia does not guarantee:

• Increased revenue.
• Reduced costs.
• Particular return on investment.
• Regulatory approval.
• Successful certification.
• Elimination of security risks.
• Elimination of AI risks.
• Business continuity.
• Error-free operation.
• Particular model accuracy.
• Particular commercial, operational or financial outcomes.

References to potential benefits, efficiencies, insights or opportunities are indicative and are not guarantees of future results.

8. Third-Party Services and Technology

Nuvexia may integrate or rely upon third-party software, cloud platforms, AI models, APIs, infrastructure, datasets or other technology.

Third-party services may be subject to separate terms, licences, availability limitations, pricing changes, security risks and technical limitations.

Unless expressly agreed otherwise, Nuvexia does not control and cannot guarantee the continued availability, performance, security, accuracy or functionality of third-party services.

A third-party service outage or material change may affect the services Nuvexia provides.

9. Intellectual Property

Unless otherwise stated in a signed written agreement:

• Each party retains ownership of intellectual property it owned before an engagement.
• Nuvexia retains ownership of its pre-existing methodologies, frameworks, templates, tools, know-how, software components, generic techniques and reusable intellectual property.
• The client retains ownership of client data and materials supplied by the client.
• Rights in bespoke deliverables will be governed by the applicable written agreement.

Nuvexia may retain general know-how, skills and experience developed during an engagement, provided that it does not disclose the client's confidential information.

Nothing in these Terms transfers intellectual-property rights beyond those expressly granted.

10. Client Data

The client is responsible for ensuring that data supplied to Nuvexia may lawfully be collected, used and disclosed for the applicable engagement.

Nuvexia will handle personal data in accordance with its Privacy Policy and applicable contractual data-processing terms.

Where required, the parties should execute an appropriate Data Processing Agreement or other data-protection arrangement before processing personal data.

Clients should not provide sensitive or regulated information unless it is necessary for the engagement and the applicable safeguards and contractual arrangements are in place.

11. Confidentiality

Each party shall take reasonable steps to protect confidential information received from the other party.

Confidential information does not generally include information that:

• Is publicly available without breach of an obligation.
• Was lawfully known before disclosure.
• Is lawfully received from a third party without confidentiality restriction.
• Is independently developed without use of the other party's confidential information.
• Must be disclosed by law, court order or competent authority.

Where a separate confidentiality agreement or NDA exists, that agreement will govern the parties' confidentiality obligations to the extent of any inconsistency.

12. Security

Nuvexia seeks to apply reasonable technical and organisational measures appropriate to the services being provided.

However, no technology environment can be guaranteed to be completely secure.

The client remains responsible for security measures within systems and environments under its control, including credentials, endpoint security, access management, backups and internal user permissions.

13. Fees and Payment

Fees, payment schedules, taxes, expenses and other commercial terms will be specified in the applicable quotation, proposal, SOW, invoice or agreement.

Unless otherwise stated in writing:

• Fees are payable according to the agreed payment schedule.
• Taxes are payable in addition where legally applicable.
• The client must provide accurate billing information.
• Undisputed overdue amounts may be subject to applicable contractual remedies.

Nuvexia may suspend services for material non-payment after providing reasonable notice, subject to the applicable agreement and law.

14. No Refunds

Except where expressly stated otherwise in a signed written agreement or where a refund is required by mandatory applicable law, fees paid to Nuvexia are non-refundable.

Services are delivered according to the agreed scope, milestones and deliverables.

Where the client terminates an engagement for convenience, cancels a project, delays a project or otherwise chooses not to use a completed or partially completed service, the client remains responsible for fees properly due for work performed, committed resources, approved expenses and other amounts payable under the applicable agreement.

The specific Refund Policy published by Nuvexia may contain further details.

15. Changes to Scope

A request that materially changes the agreed scope may require a written change request, revised quotation, additional fee, revised timeline or new SOW.

Nuvexia is not required to perform materially additional work without an agreed commercial basis.

Changes caused by client delays, unavailable information, changes in requirements or third-party dependencies may affect project timelines and fees.

16. Acceptance of Deliverables

Where an SOW specifies acceptance criteria, those criteria will govern.

Where no specific acceptance procedure is agreed, the client should notify Nuvexia promptly of any material non-conformity with the agreed scope.

Nuvexia will use reasonable efforts to address legitimate material defects in deliverables that are attributable to Nuvexia and fall within the agreed scope.

This does not require Nuvexia to correct problems caused by client changes, third-party systems, inaccurate client information, misuse, unsupported environments or matters outside the agreed scope.

17. Website Content

Information published on the website is provided for general informational purposes.

Nuvexia seeks to keep website information reasonably accurate, but does not warrant that all website content will always be complete, current, error-free or suitable for every purpose.

Website content should not be treated as legal, financial, investment, medical, tax, regulatory or other professional advice.

18. Availability

Nuvexia does not guarantee that the website or online services will always be available, uninterrupted, secure or error-free.

We may modify, suspend or discontinue website functionality where reasonably necessary for maintenance, security, upgrades, business operations or other legitimate purposes.

19. Social, Ethical and Sustainable Use

Nuvexia aims to conduct business responsibly and encourages technology use that respects:

• Human dignity and fundamental rights.
• Privacy.
• Security.
• Fairness.
• Transparency.
• Accountability.
• Responsible AI governance.
• Appropriate human oversight.
• Sustainable use of technology and resources.
• Responsible supply-chain and business practices.

These commitments reflect Nuvexia's responsible-business principles and do not constitute a warranty that a particular client implementation, third-party technology or AI system will achieve a particular social, ethical or environmental outcome.

20. Prohibited Uses

Unless expressly agreed and legally permitted, Nuvexia services must not be used to facilitate:

• Fraud or unlawful activity.
• Unauthorised surveillance.
• Cyber abuse or malicious attacks.
• Discrimination prohibited by law.
• Unlawful processing of personal data.
• Infringement of intellectual-property rights.
• Harm to individuals or property.
• Circumvention of applicable legal or regulatory requirements.

Nuvexia may refuse or terminate work where it reasonably believes a proposed use creates material legal, security, ethical or safety concerns.

21. Limitation of Liability

To the maximum extent permitted by applicable law, Nuvexia will not be liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity, data or business interruption arising from or relating to the website or services.

To the maximum extent permitted by applicable law, Nuvexia's aggregate liability arising from a particular engagement will not exceed the fees actually paid or payable to Nuvexia under that engagement during the 12 months preceding the event giving rise to the claim, unless the applicable written agreement expressly provides another limit.

The limitations above do not apply to liability that cannot lawfully be excluded or limited.

Nothing in these Terms is intended to exclude or restrict liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that applicable law does not permit a party to exclude or restrict.

Where the Singapore Unfair Contract Terms Act or another mandatory law applies, any limitation or exclusion will operate only to the extent legally permissible.

22. Indemnity

To the extent permitted by applicable law, the client agrees to indemnify and hold Nuvexia harmless from third-party claims, losses and reasonable costs arising from:

• Materials or data supplied by the client that infringe third-party rights.
• The client's unlawful use of Nuvexia services.
• The client's failure to obtain required permissions or consents.
• The client's use of deliverables outside the agreed scope or contrary to Nuvexia's instructions.
• Client-controlled systems or third-party services.

This clause does not require indemnification to the extent a claim was caused by Nuvexia's own breach, negligence or unlawful conduct.

23. Suspension and Termination

Nuvexia may suspend or terminate access to the website or services where reasonably necessary because of:

• Material breach.
• Non-payment.
• Security threats.
• Unlawful use.
• Fraudulent activity.
• Material risk to Nuvexia, its personnel, clients or systems.

Termination does not extinguish accrued payment obligations or rights that by their nature should survive termination.

24. Force Majeure

Nuvexia will not be responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, widespread telecommunications failure, major cyber incidents, cloud-provider failures, internet outages, epidemics, pandemics, labour disruptions or failures of third-party infrastructure.

The affected party should take reasonable steps to mitigate the effects of such circumstances.

25. Governing Law and Jurisdiction

These Terms and any dispute arising out of or in connection with them shall be governed by the laws of Singapore.

Subject to any mandatory rights or jurisdictional rules that cannot lawfully be excluded, the parties submit to the exclusive jurisdiction of the courts of Singapore.

26. Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be modified or severed to the minimum extent necessary, and the remaining provisions will continue to apply.

27. No Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or of any other right.

28. Entire Agreement

For website use, these Terms together with the applicable Privacy Policy and other policies expressly incorporated by reference constitute the relevant terms governing use of the website.

For professional services, the signed MSA, SOW, Order Form, quotation or other written agreement will govern the commercial engagement where applicable.

29. Changes to These Terms

Nuvexia may update these website Terms from time to time.

The updated version will be published with an updated effective date.

Changes to an already-signed commercial agreement will generally require agreement in accordance with that agreement.

30. Contact