Last Updated: February 24, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and NextStakk ("Company", "we", "us", or "our") governing your access to and use of our software development services, website, and platforms.
By accessing our website at nextstakk.com, engaging our services, creating an account, or executing a contract with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.
We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to our website. Your continued use of our services after any such changes constitutes your acceptance of the new Terms.
NextStakk provides professional software development services including but not limited to:
All services are provided on a custom project basis or through subscription-based maintenance plans. Specific deliverables, timelines, and pricing are detailed in individual contracts or statements of work executed between the Company and Client.
You must meet the following eligibility requirements to use our services:
We reserve the right to refuse service to anyone at our sole discretion without prior notice or explanation.
4.1 Account Creation: To access certain services, you may be required to create an account in our client portal, maintenance portal, or admin system. You agree to provide accurate, current, and complete information during registration and to update such information to maintain its accuracy.
4.2 Account Security: You are responsible for maintaining the confidentiality of your account credentials, including passwords and access codes. You agree to:
4.3 Account Termination: We reserve the right to suspend or terminate your account if we determine, in our sole discretion, that you have violated these Terms, engaged in fraudulent activity, or misused our services.
5.1 Quote Requests: Clients may submit quote requests through our website. Quotes provided by NextStakk are valid for 30 days from the date of issuance unless otherwise specified. Quotes are estimates only and final pricing may vary based on project scope changes.
5.2 Contract Execution: Services commence only after execution of a written contract. Our contracts may be executed electronically through our contract signing system. Electronic signatures are legally binding and equivalent to handwritten signatures.
5.3 Project Scope: The project scope, deliverables, timeline, and milestones will be defined in the executed contract or statement of work. Any changes to the agreed scope require written approval from both parties and may result in additional fees.
5.4 Client Responsibilities: Clients are responsible for:
5.5 Project Delays: Delays caused by Client's failure to provide timely feedback, materials, or approvals may result in project timeline extensions and potential additional fees. We are not liable for delays caused by circumstances beyond our reasonable control.
6.1 Pricing: All prices are quoted in British Pounds (GBP) or United States Dollars (USD) as specified in your contract. Prices are exclusive of applicable taxes, which will be added where required by law.
6.2 Value Added Tax (VAT): For UK-based clients, 20% VAT will be added to all invoices unless you provide a valid VAT exemption certificate. US-based clients are not charged VAT but may be subject to applicable state and local taxes.
6.3 Payment Methods: We accept payments via:
All payments are processed securely through Stripe, our third-party payment processor.
6.4 Payment Schedule: Unless otherwise specified in your contract:
6.5 Late Payments: Invoices are due within 7 days of issuance unless otherwise stated. Late payments may incur:
6.6 Failed Payments: If a payment fails due to insufficient funds, expired card, or other reasons, you authorize us to reattempt the charge. Multiple failed payment attempts may result in service suspension or termination.
6.7 Currency: All payments must be made in the currency specified in your contract. Currency conversion fees, if applicable, are the Client's responsibility.
7.1 Subscription Plans: We offer monthly maintenance subscription plans with different service levels as detailed on our pricing page. Current plans include:
Pricing is subject to change with 30 days advance notice to active subscribers.
7.2 Subscription Terms: Maintenance subscriptions are billed monthly in advance and automatically renew unless cancelled. Services included in each plan are detailed on our pricing page and may include:
7.3 Cancellation: You may cancel your maintenance subscription at any time by providing written notice. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial months.
7.4 Service Level: Maintenance services are provided on a best-effort basis. Response times and resolution times vary by plan. Emergency support may be available at additional cost.
8.1 Ownership of Deliverables: Upon full payment of all fees, Client receives ownership of the custom software code and design files created specifically for their project ("Deliverables"), subject to the following:
8.2 NextStakk Intellectual Property: We retain all rights, title, and interest in:
8.3 Third-Party Components: Projects may include third-party software, libraries, frameworks, or services (such as WordPress, React, Node.js, Stripe, etc.). These components are governed by their respective licenses. Client is responsible for obtaining and maintaining any necessary licenses for third-party software.
8.4 Portfolio Rights: Unless explicitly prohibited in writing, we reserve the right to:
8.5 Client Content: Client retains ownership of all content, data, trademarks, and materials provided to us. Client grants us a non-exclusive license to use such materials solely for the purpose of providing services.
9.1 Definition: "Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential, including business plans, technical data, customer information, financial information, and trade secrets.
9.2 Obligations: Both parties agree to:
9.3 Exceptions: Confidential Information does not include information that:
9.4 Duration: Confidentiality obligations survive termination of the contract and continue for five (5) years from the date of disclosure.
10.1 Our Warranties: We warrant that:
10.2 Warranty Period: Defects in deliverables must be reported within 30 days of delivery. We will correct material defects at no additional charge during this period. After 30 days, corrections may be billed separately.
10.3 Disclaimer of Other Warranties: EXCEPT AS EXPRESSLY SET FORTH ABOVE, WE PROVIDE SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
WE DO NOT WARRANT THAT:
10.4 Client Warranties: Client warrants that:
11.1 Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXTSTAKK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and whether or not we were advised of the possibility of such damages.
11.2 Cap on Liability: OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO NEXTSTAKK IN THE 12 MONTHS PRECEDING THE CLAIM, OR £5,000 ($6,000), WHICHEVER IS GREATER.
11.3 Exceptions: The limitations in this section do not apply to:
11.4 Basis of Bargain: You acknowledge that the fees charged reflect the allocation of risk set forth in these Terms and that we would not enter into this agreement without these limitations.
12.1 Client Indemnification: Client agrees to indemnify, defend, and hold harmless NextStakk, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
12.2 NextStakk Indemnification: We agree to indemnify Client against claims that deliverables created by us infringe third-party intellectual property rights, provided that:
Our obligations under this section are limited to either: (a) obtaining the right to continue using the deliverables, (b) modifying the deliverables to be non-infringing, or (c) refunding fees paid for the infringing deliverables.
13.1 Project-Based Work: Due to the custom nature of software development services, all project-based work is non-refundable once work has commenced. Deposits and initial payments are non-refundable.
13.2 Maintenance Subscriptions: Maintenance subscription fees are non-refundable. If you cancel your subscription, you will continue to receive services through the end of your current billing period, but no refund will be issued for unused time.
13.3 Exceptional Circumstances: Refunds may be considered in exceptional circumstances at our sole discretion, such as:
Any refund requests must be submitted in writing within 14 days of the issue arising.
13.4 Disputed Charges: If you believe you have been charged incorrectly, you must notify us within 30 days of the charge. We will investigate and, if appropriate, issue a credit or refund.
14.1 Termination for Convenience: Either party may terminate a contract for convenience by providing 30 days written notice. Client remains responsible for payment of all work completed through the termination date.
14.2 Termination for Cause: Either party may terminate immediately if the other party:
14.3 Effect of Termination: Upon termination:
14.4 Surviving Provisions: The following sections survive termination: Payment Terms, Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution.
15.1 Security Measures: We implement reasonable security measures to protect data during development. However, no security system is impenetrable. We cannot guarantee the security of data transmitted over the internet.
15.2 Client Responsibility: Client is solely responsible for:
15.3 No Liability for Data Loss: WE ARE NOT LIABLE FOR ANY DATA LOSS, CORRUPTION, OR BREACH THAT OCCURS AFTER PROJECT DELIVERY OR THAT RESULTS FROM CLIENT'S FAILURE TO IMPLEMENT APPROPRIATE SECURITY MEASURES.
15.4 Maintenance Backups: For clients with active maintenance subscriptions, we may provide backup services as specified in the subscription plan. Backup frequency and retention periods vary by plan.
16.1 Integration of Third-Party Services: Our deliverables may integrate with or rely on third-party services, platforms, APIs, or software (such as payment processors, hosting providers, email services, etc.).
16.2 No Control: We have no control over third-party services. We are not responsible for:
16.3 Client Agreements: Client is responsible for reviewing and accepting the terms of service and privacy policies of all third-party services. Your use of third-party services is governed by their respective terms.
16.4 Additional Costs: Third-party service fees are separate from our fees and are Client's responsibility unless explicitly included in our contract.
We reserve the right to modify, suspend, or discontinue any aspect of our services, website, or portals at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of services.
For active maintenance subscription clients, we will provide reasonable notice of material changes that affect subscribed services.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:
The affected party must promptly notify the other party and make reasonable efforts to resume performance. If the force majeure event continues for more than 60 days, either party may terminate the contract without liability.
19.1 Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to these Terms or our services, the parties agree to first attempt to resolve the dispute through good faith negotiation.
19.2 Mediation: If negotiation fails to resolve the dispute within 30 days, the parties agree to attempt to resolve the dispute through non-binding mediation administered by a mutually agreed mediator before pursuing litigation or arbitration.
19.3 Arbitration: Any dispute that cannot be resolved through negotiation or mediation shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association or equivalent arbitration body in the applicable jurisdiction. The arbitration shall be conducted by a single arbitrator agreed upon by both parties.
19.4 Injunctive Relief: Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information.
19.5 Fees and Costs: Each party shall bear its own costs of dispute resolution unless otherwise awarded by the arbitrator or court.
20.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales for UK-based clients, or the laws of the State of California for US-based clients, without regard to conflict of law principles.
20.2 Jurisdiction: Subject to the arbitration provisions above, the parties submit to the exclusive jurisdiction of the courts of England and Wales (for UK clients) or the federal and state courts located in San Francisco County, California (for US clients).
20.3 International Clients: For clients based outside the UK or US, governing law and jurisdiction will be specified in the individual contract or, if not specified, shall be England and Wales.
21.1 Entire Agreement: These Terms, together with any executed contracts, statements of work, and referenced policies, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.
21.2 Amendments: These Terms may only be amended by a written document signed by both parties or by NextStakk posting updated Terms on our website (which changes take effect immediately upon posting).
21.3 Assignment: Client may not assign or transfer these Terms or any contract without our prior written consent. We may assign these Terms or any contract to any affiliate or successor entity.
21.4 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
21.5 Waiver: No waiver of any provision shall be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
21.6 No Agency: Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
21.7 Notices: All notices must be in writing and sent to the addresses specified in the contract or to support@nextstakk..com for NextStakk.
21.8 Headings: Headings are for convenience only and do not affect interpretation.
If you have any questions about these Terms of Service, please contact us:
NextStakk
Email: legal@nextstakk..com
Website: nextstakk.com
By using our services, creating an account, or executing a contract with NextStakk, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.