Terms of Service

1. Services Description

NEXPOINTSOLUTION provides digital commerce services, including:

• Website Development: Custom design and development of e-commerce websites
• White-Label Platforms: Setup, rebranding, hosting, and maintenance of commerce platforms under a client's own brand
• Brand Incubation: Design, launch, and operation of NEXPOINTSOLUTION's own digital commerce brands, such as EGIFTLY

Specific deliverables, timelines, and fees for any project are set out in a separate written proposal or commercial agreement between you and NEXPOINTSOLUTION. By engaging our Services, you represent that you are authorised to enter into these Terms on behalf of the entity you represent, where applicable.

2. Engagement & Project Scope

Before we begin work, we will:

• Agree on project scope, deliverables, and timeline in writing
• Provide a proposal outlining pricing, based on the specific project
• Request any content, assets, or access needed to complete the project

We reserve the right to decline or discontinue an engagement at our discretion, including where project scope materially changes without agreement, or where we reasonably suspect fraudulent or unlawful use of our Services.

3. Permitted Use

You may use the Services only for lawful business purposes consistent with these Terms and all applicable laws and regulations.

Prohibited Uses

You must not use the Services to:

• Build or operate a website or platform for any illegal purpose
• Infringe the intellectual property or other rights of any third party
• Reverse engineer, decompile, or attempt to extract source code from platforms we build or maintain
• Resell or sublicense access to platforms we build for you without our prior written consent, where applicable to your agreement
• Use the Services in a manner that disrupts, damages, or impairs website or platform availability
• Violate any applicable law or regulation

4. Fees & Payment

Fees for a project are set out in your written proposal or commercial agreement with NEXPOINTSOLUTION. Unless otherwise agreed:

• All fees are quoted exclusive of applicable taxes (including UAE VAT)
• Invoices are payable within the timeframe specified in your proposal or agreement
• Late payments may incur interest at 2% per month on outstanding balances
• We reserve the right to pause work or suspend access for overdue accounts after written notice
• All fees are non-refundable unless otherwise specified in writing

5. Hosting, Maintenance & Availability

Where we host or maintain a website or platform on your behalf as part of your agreement, you acknowledge that:

• Scheduled maintenance windows will be communicated in advance where practical
• We are not liable for downtime caused by third-party providers (hosting, DNS, payment or delivery integrations you choose to use)
• Any service-level commitments apply only where specified in your written agreement
• Force majeure events (natural disasters, regulatory orders, internet outages) are excluded from any availability commitments

6. Intellectual Property

Unless otherwise agreed in writing, ownership of custom deliverables (design files, custom code written specifically for your project) transfers to you upon full payment. Underlying platform technology, frameworks, and reusable components that NEXPOINTSOLUTION develops and maintains across multiple clients remain our property, and are licensed to you for use as part of your engagement.

All rights in the NEXPOINTSOLUTION name, brand, and any brands we operate ourselves (including EGIFTLY) remain the exclusive property of NEXPOINTSOLUTION.

7. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services (“Confidential Information”). You must not disclose our pricing, proposals, or internal processes to third parties without our prior written consent. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8. Data Processing

Our handling of personal data in connection with the Services is governed by our Privacy Policy. Where you submit personal data about your customers or end users through a website or platform we build or operate for you, you are the data controller and we act as your data processor. You are responsible for ensuring that any such data is submitted lawfully and that appropriate notices have been given to the relevant individuals.

9. Disclaimers

The Services are provided “as is” and “as available”. To the maximum extent permitted by UAE law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services will be error-free, uninterrupted, or free from harmful components. We are not responsible for the actions of third-party providers (hosting, domain registrars, payment or delivery integrations) that you choose to use in connection with your website or platform.

10. Limitation of Liability

To the maximum extent permitted by UAE law:

• Our total aggregate liability to you for any claims arising under or in connection with these Terms shall not exceed the fees paid by you to us for the project giving rise to the claim
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or loss of data
• We are not liable for losses caused by unauthorised access to your website or platform resulting from your failure to protect your account credentials

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under UAE law.

11. Indemnification

You agree to indemnify, defend, and hold harmless NEXPOINTSOLUTION and its affiliates, officers, employees, and agents from and against any claims, damages, losses, and costs (including reasonable legal fees) arising from: (a) your use of the Services in breach of these Terms; (b) your violation of any applicable law or third-party right; or (c) the content you provide us to publish on your website or platform.

12. Term & Termination

These Terms remain in effect for the duration of your engagement with us. Either party may terminate as follows:

• Either party may terminate a project or ongoing agreement as set out in your written proposal or agreement
• We may terminate or suspend an engagement immediately for breach of these Terms or suspected fraud
• Upon termination of an ongoing hosting or maintenance agreement, we will provide reasonable assistance to transition your website or platform, subject to any outstanding fees
• Sections relating to fees, confidentiality, intellectual property, limitation of liability, and governing law survive termination

13. Changes to These Terms

We may update these Terms from time to time. We will update the “Last updated” date above when we make material changes. Your continued use of the Services after changes take effect constitutes your acceptance of the revised Terms. If you do not agree, you must stop using the Services before the changes take effect.

14. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the United Arab Emirates. The parties agree to submit to the exclusive jurisdiction of the courts of Dubai, UAE for the resolution of any disputes arising under or in connection with these Terms.

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct negotiation for a period of 30 days from written notice of the dispute.

15. General

• Entire agreement: These Terms and your written proposal or commercial agreement constitute the entire agreement between the parties regarding the Services
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force
• Waiver: Failure to enforce any provision does not constitute a waiver of that right
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights as part of a merger or acquisition
• Notices: Legal notices must be sent in writing to the addresses specified in your commercial agreement or to business@nextpointsolution.com

16. Contact Us

Questions about these Terms? Contact our team: