Terms and Conditions

Nexios Pty Ltd Last updated: 1 March 2026

1. Introduction

These Terms and Conditions ("Terms") govern your access to and use of the corporate website located at nexios.com.au ("Website") and the professional technology services provided by Nexios Pty Ltd (ABN 45 684 995 659) ("Nexios", "we", "our", or "us"), a company registered in Darwin, Northern Territory (NT), Australia.

Nexios is primarily a software product company. We build, own, and operate a portfolio of proprietary software products, and we also provide professional technology services to external clients. These Terms govern the corporate website and services activities only.

Important — Product-Specific Terms: Each Nexios software product is governed by its own Terms and Conditions, End User Licence Agreement (EULA), and Privacy Policy, published within the product or on its dedicated product website. If you are accessing or using a Nexios product, those product-specific terms apply to your use of that product and take precedence over these Terms in relation to the product.

By accessing our Website or engaging our professional services, you agree to be bound by these Terms. If you do not agree, you must not use our Website or engage our services.

These Terms should be read in conjunction with our Privacy Policy, which forms part of the agreement between you and Nexios.

2. Definitions

In these Terms, unless the context requires otherwise:

• "Client" means any individual or organisation that engages Nexios to provide Services under a Statement of Work or equivalent service agreement.
• "Deliverables" means any work product, software, documentation, reports, or other materials created by Nexios specifically for a Client under a Services Engagement.
• "Engagement" means a specific project or ongoing service arrangement between Nexios and a Client, as defined in a Statement of Work.
• "Intellectual Property Rights" means all patents, copyright, trade marks, design rights, trade secrets, know-how, and all other intellectual property rights, whether registered or unregistered, anywhere in the world.
• "Nexios Products" means the proprietary software products developed, owned, and operated by Nexios, each governed by its own product-specific terms, EULA, and privacy policy.
• "Services" means the professional technology services offered by Nexios to external clients, including but not limited to custom software development, mobile application development, cloud and DevOps engineering, quality assurance and test automation, cybersecurity and application security, and technical consulting.
• "Statement of Work" or "SOW" means a written document agreed between Nexios and a Client specifying the scope, deliverables, timeline, and fees for a specific Engagement.
• "Website" means the Nexios corporate website at nexios.com.au and any associated subdomains, excluding any dedicated product websites or product application interfaces.
• "You" means the individual or entity accessing the Website or engaging Nexios for Services.

3. Nexios Products — Separate Terms Apply

Nexios develops and maintains a portfolio of software products. Each product is a distinct commercial offering governed exclusively by that product's own terms and conditions, end user licence agreement, and privacy policy. Nothing in these Terms grants you any rights to access, use, or licence any Nexios product.

To use a Nexios product, you must:

1. Accept the terms and conditions specific to that product
2. Comply with that product's acceptable use policy and privacy policy
3. Direct all product-related support, billing, and legal queries to the relevant product team

For a current list of Nexios products and links to their governing terms, visit nexios.com.au/products.

4. Website Use

4.1 Permitted Use

You may access and use our Website for lawful purposes only. You agree not to:

• Use the Website in any way that violates applicable Australian or international laws or regulations
• Attempt to gain unauthorised access to any part of the Website or its underlying systems, servers, or networks
• Introduce malware, viruses, ransomware, or any other harmful or malicious code to the Website
• Scrape, harvest, crawl, or systematically extract data from the Website without our prior written consent
• Use the Website to transmit unsolicited commercial communications or spam
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the integrity, security, or performance of the Website

4.2 Availability

We do not guarantee that our Website will be available at all times. We may suspend, restrict, or terminate access to the Website at any time without notice for maintenance, security, legal, or other operational reasons. We are not liable for any loss or inconvenience caused by Website unavailability.

4.3 Third-Party Links

Our Website may contain links to third-party websites and Nexios product websites for your convenience. Links to third-party websites do not constitute endorsement of those websites or their content. We have no control over third-party websites and accept no responsibility for their content, privacy practices, security, or availability. You access third-party websites entirely at your own risk.

5. Professional Services and Engagements

5.1 Engagement Process

All professional service engagements are subject to the execution of a Statement of Work or equivalent written agreement between Nexios and the Client. No obligation to deliver services arises from a proposal, quote, presentation, or preliminary discussion alone. An Engagement commences only upon written acceptance of a Statement of Work by both parties.

5.2 Scope of Services

Nexios will deliver the services described in the applicable Statement of Work. Any services, features, or deliverables not expressly included in the Statement of Work are out of scope. Changes to scope must be agreed in writing by both parties through a formal change request process as specified in the relevant Statement of Work.

5.3 Relationship to Nexios Products

Where an Engagement involves integrating with, customising, or building upon a Nexios product, the terms governing use of that product apply in addition to these Terms and the applicable Statement of Work. In the event of any inconsistency between the product's terms and these Terms in relation to the product, the product's terms prevail.

5.4 Client Responsibilities

To enable Nexios to deliver services effectively, you agree to:

• Provide timely access to information, systems, personnel, and approvals reasonably required by Nexios
• Designate a primary point of contact with authority to make binding decisions on your behalf
• Review and provide feedback on deliverables within the timeframes agreed in the Statement of Work
• Ensure that any materials, data, or content you provide to Nexios do not infringe any third-party rights and comply with all applicable laws
• Promptly notify Nexios of any material changes to your requirements, business circumstances, or technical environment that may affect the Engagement

Nexios is not responsible for delays or deficiencies in delivery caused by your failure to meet these obligations.

5.5 Subcontracting

Nexios reserves the right to engage subcontractors or independent contractors to assist in delivering Services. Nexios remains responsible for the quality, security, and confidentiality obligations of any subcontractors engaged under an Engagement and will not subcontract core delivery responsibilities without your consent where specified in the Statement of Work.

6. Fees and Payment

6.1 Fees

Fees for Services are set out in the applicable Statement of Work. Unless otherwise stated, all fees are quoted in Australian Dollars (AUD) and are exclusive of Goods and Services Tax (GST).

6.2 Invoicing

Nexios will issue invoices in accordance with the payment schedule set out in the Statement of Work. Where no specific schedule is agreed, invoices will be issued monthly in arrears for services delivered during that month.

6.3 Payment Terms

Payment is due within fourteen (14) days of the invoice date unless otherwise specified in the Statement of Work. Payment must be made by bank transfer or such other method as agreed in writing.

6.4 Late Payment

If payment is not received by the due date, Nexios reserves the right to:

• Charge interest on overdue amounts at the rate of 10% per annum, calculated daily from the due date until the date of full payment
• Suspend delivery of Services until all outstanding amounts are paid in full
• Terminate the Engagement in accordance with Section 12 of these Terms

6.5 Disputed Invoices

If you dispute any portion of an invoice, you must notify Nexios in writing within seven (7) days of receipt, specifying the grounds for the dispute in reasonable detail. Undisputed portions of the invoice remain payable by the original due date. Both parties will use reasonable endeavours to resolve any invoice dispute within fourteen (14) days of written notification.

6.6 GST

Where our services are subject to GST, we will issue a valid tax invoice and you agree to pay the applicable GST in addition to the stated fee.

7. Intellectual Property

7.1 Client Ownership of Deliverables

Upon receipt of full payment of all fees due under an Engagement, Nexios assigns to the Client all Intellectual Property Rights in the Deliverables created specifically for that Client under the relevant Statement of Work. Until full payment is received, all Intellectual Property Rights in the Deliverables remain vested in Nexios.

7.2 Nexios Background IP

Nexios retains all Intellectual Property Rights in its pre-existing and independently developed tools, frameworks, methodologies, code libraries, templates, platforms, and know-how ("Background IP"), including any Background IP that forms part of or is incorporated into Nexios Products. Where Deliverables incorporate Background IP, Nexios grants the Client a perpetual, royalty-free, non-exclusive, non-transferable licence to use that Background IP solely to the extent necessary to make use of the Deliverables for the Client's internal business purposes.

7.3 Nexios Products IP

For the avoidance of doubt, all Intellectual Property Rights in Nexios Products — including their underlying code, architecture, interfaces, data models, and brand — remain exclusively owned by Nexios. Nothing in a Services Engagement transfers ownership of any Nexios Product or any component of it to a Client.

7.4 Client Materials

The Client retains all Intellectual Property Rights in materials, data, content, and systems provided to Nexios for use in an Engagement. The Client grants Nexios a non-exclusive licence to use such materials solely for the purpose of delivering the agreed Services during the Engagement term.

7.5 Open Source Components

Where Deliverables incorporate open-source software components, such components are subject to their respective open-source licences. Nexios will identify material open-source dependencies in the Deliverables and the Client is responsible for ongoing compliance with applicable open-source licence obligations following delivery.

7.6 Portfolio and Publicity

Unless otherwise agreed in writing, Nexios reserves the right to reference the existence of a Client Engagement and describe the general nature of services delivered for marketing, case study, and portfolio purposes. We will not disclose Confidential Information or Client-specific data in any such materials without your prior written consent.

8. Confidentiality

8.1 Obligations

Each party agrees to keep confidential all non-public information received from the other party in connection with an Engagement or these Terms ("Confidential Information") and to use such information only for the purposes of performing obligations under these Terms or the applicable Statement of Work. Each party will restrict disclosure of Confidential Information to personnel and subcontractors with a legitimate need to know, who are bound by equivalent confidentiality obligations.

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available other than through a breach of these Terms by the receiving party
• Was already known to the receiving party prior to disclosure, as evidenced by written records
• Is independently developed by the receiving party without reference to or use of the Confidential Information
• Is received from a third party without restriction and without breach of any confidentiality obligation
• Is required to be disclosed by law, court order, or regulatory authority — provided that the disclosing party gives the other party prompt written notice (where legally permitted) and cooperates to seek appropriate protective orders

8.3 Duration

Confidentiality obligations survive the termination or expiry of any Engagement for a period of three (3) years.

9. Warranties

9.1 Nexios Warranties

Nexios warrants that:

• It has the right and authority to enter into these Terms and perform the Services
• Services will be delivered with reasonable care, skill, and diligence by appropriately qualified personnel
• To the best of its knowledge at the time of delivery, Deliverables (excluding Client-provided materials and open-source components) will not infringe any third-party Intellectual Property Rights

9.2 Client Warranties

You warrant that:

• You have the right and authority to enter into these Terms and any applicable Statement of Work
• Any materials, data, or content you provide to Nexios are owned by you or you have the right to provide them, and their use by Nexios will not infringe any third-party rights
• You will use the Deliverables and Services in compliance with all applicable laws and regulations

9.3 Website and General Information Disclaimer

The information published on our Website is provided for general informational purposes only and does not constitute professional, legal, financial, or technical advice. While we endeavour to keep information current and accurate, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, or fitness for purpose of information on the Website.

10. Limitation of Liability

10.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, Nexios is not liable for any indirect, incidental, special, consequential, or punitive loss or damage arising out of or in connection with these Terms, the Website, or any Engagement, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption — even if Nexios has been advised of the possibility of such loss.

10.2 Cap on Liability

To the maximum extent permitted by law, Nexios's total aggregate liability to you in connection with any Engagement, whether arising in contract, tort (including negligence), statute, or otherwise, is limited to the total fees paid or payable by you to Nexios under that Engagement in the twelve (12) months immediately preceding the event giving rise to the claim.

10.3 Australian Consumer Law

Nothing in these Terms is intended to exclude, restrict, or modify any rights you may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other non-excludable statutory guarantee. Where the Australian Consumer Law applies, our liability for failure to comply with a consumer guarantee is limited, to the extent permitted, to re-supply of the relevant services or payment of the cost of having them re-supplied.

10.4 Product Liability

These Terms do not govern and Nexios accepts no liability under these Terms for any loss or damage arising from the use of any Nexios Product. All liability relating to Nexios Products is governed exclusively by each product's own terms and conditions.

10.5 Website Liability

To the maximum extent permitted by law, we accept no liability for any loss or damage resulting from your use of or reliance on our Website, including technical failures, inaccurate content, or security incidents affecting the Website.

11. Indemnification

You agree to indemnify, defend, and hold harmless Nexios and its directors, officers, employees, contractors, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms or any applicable Statement of Work
• Your use of the Website or Services in a manner not permitted by these Terms
• Any claim that materials, data, or content you provided to Nexios infringe the Intellectual Property Rights or other rights of a third party
• Your violation of any applicable law or regulation

12. Term and Termination

12.1 Term

These Terms apply from the date you first access our Website or engage our Services and continue until terminated in accordance with this Section.

12.2 Termination for Convenience

Either party may terminate an Engagement for convenience by providing thirty (30) days written notice to the other party, unless a different notice period is specified in the applicable Statement of Work. Upon termination for convenience, the Client will pay for all Services delivered and reasonable, documented costs incurred up to the termination date.

12.3 Termination for Cause

Either party may terminate an Engagement immediately by written notice if:

• The other party commits a material breach of these Terms or the applicable Statement of Work and fails to remedy that breach within fourteen (14) days of receiving written notice specifying the breach in reasonable detail
• The other party becomes insolvent, enters voluntary administration, has a receiver, administrator, or liquidator appointed, or passes a resolution for winding up

12.4 Effect of Termination

Upon termination of an Engagement:

• The Client will pay all fees and documented costs due for Services delivered up to the date of termination
• Each party will promptly return or securely destroy the other party's Confidential Information upon written request
• Intellectual Property Rights in Deliverables will transfer to the Client only upon receipt of full and final payment
• Sections 7 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law and Disputes) survive termination indefinitely or for the periods specified therein

13. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemic or epidemic, war, government action, cyberattacks on critical national infrastructure, or widespread telecommunications failure ("Force Majeure Event").

The affected party must notify the other party promptly in writing upon becoming aware of a Force Majeure Event and use reasonable endeavours to mitigate its effects and resume performance. If a Force Majeure Event prevents performance for more than thirty (30) consecutive days, either party may terminate the affected Engagement by written notice without further liability to the other, except for fees due for Services delivered prior to the event.

14. Governing Law and Disputes

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Northern Territory, Australia. You irrevocably submit to the non-exclusive jurisdiction of the courts of the Northern Territory and the Federal Court of Australia.

14.2 Dispute Resolution

Before commencing legal proceedings (other than for urgent injunctive relief), the parties agree to attempt to resolve any dispute arising out of or in connection with these Terms or any Engagement through the following escalation process:

1. A party raises the dispute in writing to the other party's designated senior contact, with reasonable particulars
2. Senior representatives of both parties meet — in person or by video conference — within ten (10) business days to negotiate in good faith
3. If the dispute remains unresolved twenty (20) business days after the initial written notice, either party may pursue formal legal remedies

Nothing in this clause prevents a party from seeking urgent injunctive, declaratory, or other equitable relief from a court of competent jurisdiction where delay would cause irreparable harm.

15. General

15.1 Entire Agreement

These Terms, together with any applicable Statement of Work and our Privacy Policy, constitute the entire agreement between you and Nexios with respect to their subject matter and supersede all prior negotiations, representations, warranties, and agreements, whether written or oral.

15.2 Amendments

We reserve the right to update these Terms at any time by publishing the revised version on our Website with an updated "Last updated" date. For existing Engagements, material changes to these Terms will not apply without your prior written consent. Your continued use of the Website following publication of updated Terms constitutes acceptance of those updates.

15.3 Waiver

Failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that party's right to enforce that provision or any other provision at any future time.

15.4 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision will be severed and the remaining Terms will continue in full force and effect.

15.5 Assignment

You may not assign, transfer, novate, or subcontract your rights or obligations under these Terms or any Engagement without the prior written consent of Nexios. Nexios may assign its rights under these Terms to a related entity or in connection with a merger, acquisition, or sale of substantially all of its business or assets, without your consent, provided it gives reasonable written notice.

15.6 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Nexios operates as an independent contractor in all service engagements.

15.7 Notices

Notices under these Terms must be in writing and delivered by email (with acknowledgement of receipt) or by registered post to the addresses specified in the applicable Statement of Work or as otherwise notified in writing. Notices sent by email are deemed received on the next business day following transmission unless the sender receives a delivery failure notification.

16. Contact Us

If you have questions about these Terms or a Services Engagement, please contact us:

Nexios Pty Ltd Email: inquiry@nexios.com.au Phone: 0402 743 563 / 08 8989 2838 Post: 84 Smith Street, Darwin NT 0800, Australia Website: nexios.com.au

For queries relating to a specific Nexios product, please contact that product's support team directly or refer to its governing terms and conditions.

These Terms and Conditions were last updated on 1 March 2026 and apply to Nexios Pty Ltd (ABN 45 684 995 659), a company registered in New South Wales, Australia. They govern the corporate website and professional services activities only. Each Nexios product is governed by its own Terms and Conditions, EULA, and Privacy Policy. We recommend seeking independent legal advice if you have questions about how these Terms apply to your specific circumstances.