1. Introduction
These Terms and Conditions (“Terms”) govern your use of services provided by Nukleus (“Company,” “we,” “our,” or “us”), a software implementation firm based in Bosnia and Herzegovina. By engaging our services or using our website, you (“Client,” “you,” or “your”) agree to be bound by these Terms.
2. Services
Software Implementation Services
Nukleus provides professional software implementation services, including but not limited to:
- Software system analysis and planning
- Custom software development and configuration
- System integration and migration
- Training and support services
- Maintenance and ongoing technical support
- Consulting and advisory services
Service Scope
The specific scope of services will be detailed in individual project agreements, statements of work, or service contracts that reference these Terms.
3. Client Obligations
Information and Access
You agree to:
- Provide accurate, complete, and timely information necessary for service delivery
- Grant reasonable access to systems, personnel, and facilities as required
- Designate authorized representatives for project decisions
- Respond promptly to requests for feedback, approvals, and clarifications
System Requirements
You are responsible for:
- Ensuring your systems meet specified technical requirements
- Providing necessary hardware, software licenses, and infrastructure
- Maintaining appropriate backup and security measures
- Complying with all applicable laws and regulations
4. Intellectual Property
Client-Owned IP
You retain ownership of your existing intellectual property, including:
- Business processes and proprietary information
- Existing software and systems
- Data and content provided to us
Company-Owned IP
We retain ownership of:
- Our proprietary methodologies, tools, and frameworks
- Pre-existing intellectual property and know-how
- General knowledge and experience gained during projects
Work Product
Custom developments and deliverables created specifically for your project will be owned by you upon full payment, unless otherwise specified in the project agreement.
5. Confidentiality
Mutual Obligations
Both parties agree to:
- Maintain confidentiality of all proprietary and sensitive information
- Use confidential information solely for the purposes of the engagement
- Implement reasonable security measures to protect confidential information
- Return or destroy confidential information upon request or project completion
Exceptions
Confidentiality obligations do not apply to information that is:
- Publicly available or becomes public through no breach of these Terms
- Independently developed without use of confidential information
- Required to be disclosed by law or legal process
6. Payment Terms
Fees and Expenses
- Service fees will be as specified in individual project agreements
- All amounts are exclusive of applicable taxes unless otherwise stated
- You are responsible for reimbursing reasonable expenses incurred on your behalf
Payment Schedule
- Invoices are payable within 30 days of receipt unless otherwise specified
- Late payments may incur interest charges at the rate of 1.5% per month
- We reserve the right to suspend services for overdue payments
7. Warranties and Disclaimers
Service Warranty
We warrant that our services will be performed in a professional and workmanlike manner in accordance with industry standards.
Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, OUR SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8. Limitation of Liability
Liability Cap
Our total liability for all claims arising from or related to these Terms or our services shall not exceed the total amount paid by you to us in the twelve (12) months preceding the claim.
Excluded Damages
IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.
9. Indemnification
You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from:
- Your breach of these Terms
- Your violation of applicable laws or regulations
- Your misuse of our services or deliverables
- Third-party claims related to your business operations
10. Force Majeure
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, labor disputes, or technical failures.
11. Termination
Termination Rights
Either party may terminate services:
- For material breach that remains uncured after 30 days written notice
- For insolvency or bankruptcy of the other party
- As specified in individual project agreements
Effect of Termination
Upon termination:
- Each party’s obligations will cease except for surviving provisions
- You will pay for all services performed through the termination date
- Both parties will return confidential information
12. Data Protection
We are committed to protecting your personal data in accordance with applicable privacy laws, including GDPR where applicable. Please refer to our Privacy Policy for detailed information about our data practices.
13. Governing Law and Jurisdiction
These Terms are governed by the laws of Bosnia and Herzegovina. Any disputes arising from these Terms will be subject to the exclusive jurisdiction of the courts in Bosnia and Herzegovina.
14. Amendment and Modification
We reserve the right to modify these Terms at any time. Material changes will be communicated to you with reasonable advance notice. Continued use of our services after changes constitute acceptance of the modified Terms.
15. Entire Agreement
These Terms, together with any referenced agreements and policies, constitute the entire agreement between the parties and supersede all prior communications and agreements.
16. Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
17. Contact Information
For questions about these Terms and Conditions, please contact us:
Nukleus
Ranka Sipke 80A, Banja Luka
Bosnia and Herzegovina
Email: kontakt@nukleus.ba
Phone: +38765966278
By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.