Engagement Terms

Scope and Formation of the Engagement

These Engagement Terms apply to services NyXnia delivers to a client. They do not replace the Terms of Use, which govern use of this website.

An engagement is formed only when NyXnia confirms it in writing. A request submitted through this website, a quotation, or an estimate does not by itself create an engagement, and NyXnia may decline any request without giving reasons.

Where documents conflict, the following order applies, highest first: a signed engagement or statement of work; a written quotation accepted by both parties; these Engagement Terms; the Terms of Use. Governing law and jurisdiction are set out in the Terms of Use.

Client Obligations and Dependencies

Delivery depends on the client. The client agrees to provide, without undue delay, the access, credentials, environments, systems and third-party accounts the work requires; the content, data, materials and specifications agreed; and timely decisions, approvals and feedback.

The client is responsible for having the right to grant that access and to supply that material, and for keeping its own backups of any system NyXnia is given access to.

Where an agreed date depends on something the client owes and it is late, incomplete or incorrect, timescales extend accordingly and NyXnia is not in breach. If the delay is material and continues after NyXnia has asked in writing, NyXnia may suspend the work.

Changes to Scope

The agreed scope is what the engagement or accepted quotation records. Either party may propose a change. A change takes effect only when both parties confirm it in writing, together with its effect on price and timescale.

NyXnia is not obliged to carry out work outside the agreed scope, and work reasonably necessary because of a change requested by the client is chargeable.

Delivery, Review and Acceptance

NyXnia delivers to the agreed scope. On delivery the client has 10 working days to review the deliverable and either accept it or give written notice of specific, material respects in which it does not meet the agreed scope.

NyXnia will correct anything properly notified within that window at no extra charge. If no such notice is given within the window, or if the client puts the deliverable into productive use, the deliverable is treated as accepted.

Acceptance does not affect the client’s statutory rights. For consumers, nothing in this section shortens or replaces the rights given by the Swedish Consumer Services Act (konsumenttjänstlagen).

Fees, Payment and Late Payment

Fees are as stated in the engagement or accepted quotation. For business clients, fees are exclusive of VAT unless stated otherwise, and VAT is added at the applicable rate. For consumers, quoted prices always include VAT.

Work is invoiced as stated in the engagement. Depending on the nature of the work, this may be after delivery, in phases as each phase is delivered, or on another schedule stated in the engagement, and NyXnia may decline to begin a later phase while an earlier invoice is unpaid.

Invoices are payable within 15 days of the invoice date. On late payment, interest accrues under the Swedish Interest Act (räntelagen 1975:635) at the reference rate plus eight percentage points, and NyXnia may claim statutory compensation for collection costs.

Where payment is more than 14 days overdue, NyXnia may suspend work and withhold undelivered deliverables after giving written notice. Third-party costs agreed in advance — licences, hosting, services procured for the client — are recharged at cost. Expenses are chargeable only where agreed in advance in writing.

Warranties and Disclaimers

NyXnia warrants that it will perform the services with reasonable skill and care, and that deliverables will conform in material respects to the agreed scope at the time of delivery.

Except as expressly stated, and to the maximum extent permitted by law, all other warranties, conditions and terms — whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose — are excluded.

NyXnia does not warrant that any software will be uninterrupted, error-free, or free of all vulnerabilities. Security work reduces risk; it cannot eliminate it, and no assurance is given that a system cannot be compromised.

Advisory, consulting and research output is provided for the client’s own evaluation and decision-making. It is not legal, financial, tax, medical or regulatory advice, and the client remains responsible for its own decisions and for obtaining professional advice where needed.

For consumers, nothing in this section limits or excludes any right a consumer has under the Swedish Consumer Services Act or other mandatory consumer legislation.

Limitation of Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded under Swedish law.

Subject to that, NyXnia is not liable for indirect, incidental, consequential, special or punitive loss, nor for loss of profit, revenue, business, goodwill, anticipated savings, or for loss or corruption of data where the client has not maintained adequate backups.

Subject to the first paragraph, NyXnia’s total aggregate liability arising out of or in connection with an engagement, whether in contract, tort including negligence, or otherwise, is limited to the total fees paid by the client under that engagement in the twelve months before the event giving rise to the claim.

A claim must be notified in writing within twelve months of the client becoming aware of the circumstances giving rise to it.

For consumers, this section does not apply to the extent it would reduce a consumer’s rights below what mandatory Swedish consumer law provides.

Intellectual Property and Third-Party Components

On full payment of the fees due for an engagement, the client owns the source code and documentation NyXnia produces specifically for that engagement. Source code is the client’s from day one and engagements carry no lock-in.

NyXnia retains ownership of its own pre-existing materials, tools, libraries, methods and know-how, and of anything of general application developed independently of the engagement. Where such material is embedded in a deliverable, the client receives a perpetual, worldwide, non-exclusive licence to use, modify and maintain it as part of that deliverable.

Deliverables may incorporate third-party or open-source components. Those components remain subject to their own licence terms, which pass to the client unchanged, and NyXnia gives no warranty and accepts no liability in respect of them beyond identifying them in the documentation.

Until fees are paid in full, any licence granted under this section is conditional.

Confidentiality

Each party will keep the other’s confidential information confidential, use it only for the engagement, and protect it with at least the care it applies to its own confidential information.

Confidential information does not include information that is or becomes public without breach, was already lawfully held, is independently developed without reference to it, or must be disclosed by law or a competent authority — in which case the disclosing party is told first where it is lawful to do so.

These obligations continue for three years after the engagement ends, and indefinitely for anything that is a trade secret under the Swedish Trade Secrets Act (lagen om företagshemligheter 2018:558).

NyXnia may name the client as a reference only with the client’s prior written consent.

Data Protection — Processing on the Client’s Behalf

Where NyXnia processes personal data on a client’s behalf, the client is the controller and NyXnia the processor, and this section is the written agreement required by Article 28 of the General Data Protection Regulation.

NyXnia will process personal data only on the client’s documented instructions, unless required otherwise by law, in which case it informs the client first unless the law forbids it; ensure persons authorised to process the data are bound by confidentiality; implement appropriate technical and organisational measures under Article 32; engage a sub-processor only with the client’s prior written authorisation and under equivalent obligations, remaining liable for that sub-processor’s performance; assist the client, so far as reasonable and taking account of the nature of the processing, with data-subject requests and with Articles 32 to 36; notify the client without undue delay on becoming aware of a personal data breach; and on the client’s choice delete or return the personal data at the end of the engagement, except where storage is required by law.

NyXnia will make available the information reasonably necessary to demonstrate compliance with Article 28 and will allow and contribute to audits by the client or its mandated auditor, on reasonable notice and no more than once per year unless a breach or a regulator requires otherwise.

Personal data is processed within the EU and EEA. Any transfer outside the EU or EEA requires the client’s prior written authorisation and an Article 46 transfer mechanism.

The subject matter, duration, nature and purpose of the processing, and the categories of data and of data subjects, are recorded per engagement.

Force Majeure

Neither party is liable for failure or delay in performing its obligations, other than an obligation to pay money already due, caused by an event beyond its reasonable control — including war, civil unrest, terrorism, natural disaster, epidemic, fire, flood, industrial action not involving that party’s own workforce, failure of public telecommunications or power networks, and failure or outage of a third-party service the affected party does not control.

The affected party will notify the other without undue delay and will use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate the affected engagement on written notice, and the client pays for work properly performed up to that date.

Term, Suspension and Termination

An engagement runs until the agreed work is delivered and accepted, or as otherwise agreed.

Either party may terminate immediately, on written notice, if the other commits a material breach that is not remedied within 30 days of written notice identifying it, or becomes insolvent, enters liquidation or company reorganisation, or ceases to carry on business.

NyXnia may suspend or terminate where fees are overdue, or where continuing would require NyXnia to act unlawfully or contrary to professional standards.

On termination the client pays for all work properly performed and all commitments NyXnia has reasonably made on the client’s behalf up to the date of termination. NyXnia will hand over work in progress and the material needed to continue it, once amounts due are paid.

The sections on warranties, liability, intellectual property, confidentiality, data protection and this section survive termination.

For consumers, the right of withdrawal under the Swedish Distance Contracts Act (distansavtalslagen) and the terms of the Refund and Cancellation Policy apply in addition to this section.

Contact

NyXnia
Email: [email protected]
Postal address: see Legal & Business Information.