The terms we work by.

The agreement

These Terms are a binding agreement between you and Nexlla Group, which operates the Nexlla Creative Agency brand (“Nexlla”, “we”, “us”). They apply when you use www.nexlla.com, engage us for services, or use a Nexlla platform: the Website Dashboard, Marketing Suite, Customer Portal, the Nello AI assistant, their mobile apps and APIs (together, the “Platforms”).

By using the website, accepting a proposal, signing an order, paying an invoice or creating an account, you accept these Terms, our Privacy Policy and our Acceptable Use Policy. If you accept for a company, you confirm you are authorised to bind it, and “you” means that company.

Order of precedence. If documents conflict, this order applies: (1) a signed agreement, statement of work or order form; (2) our Data Processing Agreement for personal data; (3) these Terms; (4) other policies we publish.

Product-specific terms. Inboxy, Dragy and Rafeeq have their own terms, which govern those products.

Who may use our services

Our services are for businesses and professionals. You must be at least 18 and able to enter a binding contract. You may not use our services if you are subject to sanctions that prohibit us from dealing with you, or if we have previously terminated your access for a breach.

Using our website

You may browse, read and share links to our website for lawful purposes. You may not copy, scrape at scale, frame, republish or commercially exploit our content, design, code or case studies without written permission; attempt to bypass security; or submit false, unlawful or infringing material through our forms.

Website content is general information about our studio. It is not legal, financial, tax or other professional advice, and examples of results are not promises of the same results for you.

Search engines and AI assistants may index and quote our public pages with attribution. Bulk collection to build competing datasets or products is not permitted.

Agency services and projects

Scope

Each project is defined by a proposal, quotation or statement of work (“SOW”). Work not listed in the SOW is out of scope. Proposals are valid for the period they state, or 30 days if none is stated.

Your responsibilities

You will provide accurate information, content, access and decisions on time, nominate one person to give consolidated feedback, and make sure you have the rights to everything you give us (logos, images, text, data and credentials). Delays in your inputs move the timeline and may add cost.

Timelines, revisions and change requests

Timelines are good-faith estimates unless the SOW states a fixed date. The SOW lists included revision rounds. Extra rounds, new features or a change of direction are change requests, which we quote before starting.

Acceptance

Review each deliverable within 10 business days. A deliverable is accepted when you approve it, publish or use it, or do not report a material defect within that period. We fix material defects against the agreed scope at no extra charge.

Pausing and cancelling

Cancel or pause in writing. Work done, reserved time, non-cancellable third-party costs and work in progress remain payable. A project paused for more than 30 days because of missing inputs may be closed and re-quoted to restart.

Launch and hosting

You are responsible for final checks before launch, including legal pages, consent flows, claims and regulatory approvals for your industry. Unless the SOW says otherwise, hosting, domains, licences and third-party subscriptions are in your name and at your cost.

Fees, invoices and taxes

• Fees, deposits and milestones are set out in the proposal, SOW or order form. Invoices are due within the stated term, or 7 days if none is stated.
• Deposits, discovery and booking fees secure our team’s time and are non-refundable once work has started or time has been reserved.
• Prices do not include VAT, and we currently have no VAT number. Fees also exclude other taxes, bank and transfer charges, currency conversion and third-party costs, which you pay in addition.
• If an invoice is overdue, we may pause work, withhold files and suspend Platform access after giving you 7 days’ written notice. You also pay reasonable costs of collecting overdue amounts.
• Raise any invoice dispute in writing within 10 days of the invoice date. Undisputed parts remain payable.

Platform subscriptions

Licence

While your subscription is active and paid, we grant you a non-exclusive, non-transferable right for your authorised users to use the Platforms for your internal business purposes, within your plan’s limits.

Term, renewal and cancellation

Subscriptions run for the billing period in your order and renew automatically for the same period unless you cancel before the renewal date. Cancelling stops the next renewal; you keep access until the end of the paid period.

Refunds

Fees for a started billing period are not refundable, and we do not refund unused time or seats, except where a law that cannot be excluded requires a refund or where we terminate without cause, in which case we refund the unused prepaid portion.

Price changes

We may change prices for future renewals by giving at least 30 days’ notice. If you do not agree, cancel before the renewal.

Trials, beta and free features

Trials, beta and free features are provided “as is”, may change or end at any time, and carry no service levels.

Your data at the end

After your subscription ends, you can export your data for 30 days. After that, we delete it from live systems, and it leaves our backups as they rotate, unless the law requires us to keep it.

Accounts and security

Keep your login details confidential, use a strong unique password, and limit access to people who need it. You are responsible for activity under your accounts and for your users following these Terms. Tell us immediately at [email protected] if you suspect unauthorised access.

When you give us access to your systems (hosting, analytics, social or ad accounts), give us our own user rather than sharing personal passwords, and remove our access when the work ends. We are not responsible for incidents caused by weak or reused credentials, client-side misconfiguration, or third parties outside our control.

Your data and content

You own the content and data you put into the Platforms (“Customer Data”). You give us the rights we need to host, process, back up and display it to provide and secure the service. When Customer Data includes personal data, our Data Processing Agreement applies and forms part of these Terms.

You are responsible for the legality of Customer Data and for having a lawful basis and the required notices and consents. That includes consent for marketing emails, SMS and WhatsApp messages under UAE and other anti-spam laws and Meta’s WhatsApp policies, and keeping contact lists you import permission-based.

We may use aggregated, de-identified usage statistics that do not identify you or any individual to operate and improve our services.

Acceptable use

You must follow our Acceptable Use Policy. In short: no spam, unlawful, harmful, deceptive or infringing content; no attacks, abuse or overloading of our systems; and no use of AI features to impersonate people or mislead. We may remove content or suspend access that breaches it.

AI features and AI-assisted work

• AI features (including Nello) generate output from probabilistic models. Output may be inaccurate, incomplete, biased or similar to content produced for others. You are responsible for reviewing output before you use, publish or send it, and for not relying on it for legal, medical, financial or safety-critical decisions.
• Between you and us, you own the output generated from your inputs, to the extent the law allows ownership. We do not guarantee that output is unique, protectable as intellectual property, or free of third-party rights.
• AI features may use third-party model providers (currently Anthropic, OpenAI and Google). We send only what is needed for the request, and we do not use your confidential material to train models without your written agreement.
• You must not use AI features to create content that breaches our Acceptable Use Policy or the model providers’ usage policies, or to pass off AI-generated content as human-made where the law requires disclosure.

Third-party services and integrations

The Platforms and our deliverables may connect to third-party services such as Google, Meta and WhatsApp, Stripe, PayPal, Calendly, hosting providers, fonts, plugins and open-source software. Their terms govern your use of them. We are not responsible for their availability, changes, pricing or acts, and we may change or stop an integration if the provider changes or ends its service.

Intellectual property

Our property

The Platforms, our website, software, templates, frameworks, methods, know-how and brand are owned by Nexlla or our licensors. Apart from the rights we expressly grant, we reserve all rights.

Project deliverables

When you have paid every amount due for a project, we assign to you ownership of the final deliverables we created specifically for you, as listed in the SOW. Until then, you may use deliverables only to review them.

Pre-existing and reusable materials

We keep ownership of our pre-existing and generic materials — code libraries, components, tools, drafts, rejected concepts and methods — even when they are part of a deliverable. We grant you a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable. Source files and editable working files are included only if the SOW says so.

Portfolio

Unless you ask us in writing not to, we may show completed, non-confidential work, your name and logo in our portfolio and marketing after launch.

Feedback

If you send us suggestions about our services, we may use them without obligation to you.

Confidentiality

Each party will protect the other’s non-public business, technical and financial information with at least reasonable care, use it only for our relationship, and share it only with people who need it and are bound by similar duties. This does not cover information that is public, already known, independently developed, lawfully received from someone else, or required to be disclosed by law (with notice where allowed). These duties last for 3 years after the relationship ends, and indefinitely for trade secrets and credentials.

Availability and support

We work to keep our website and Platforms available and secure, and we show the live status of our services in our website footer. Service levels, response times and uptime commitments apply only if they are in your order form or SOW. We may carry out maintenance, update features, or change or retire functionality. If we retire a paid feature you depend on, we will give reasonable notice and, where appropriate, a pro-rata credit.

Warranties and disclaimers

We will perform services with reasonable skill and care, in line with generally accepted industry standards.

Apart from that, and to the fullest extent the law allows, our website, Platforms, AI features and deliverables are provided “as is” and “as available”. We disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not guarantee business results such as rankings, traffic, leads, sales, deliverability or funding, or that services will be uninterrupted or error-free.

Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, business, goodwill, opportunity or anticipated savings, even if it was foreseeable.
• We are not liable for loss of data that you could have prevented by keeping your own backups, or for loss caused by third-party services, your instructions, your content or your failure to follow our reasonable advice.
• Our total liability for all claims arising from or relating to these Terms, our services or the Platforms is limited to the fees you paid us for the specific service or subscription that gave rise to the claim in the 3 months before the event, or USD 100 if you have paid nothing.

Nothing in these Terms limits liability for fraud, wilful misconduct or gross negligence, death or personal injury caused by negligence, your payment obligations, or any other liability that cannot be limited by law.

Your indemnity

You will defend and compensate Nexlla, our team and contractors for claims, fines, losses and reasonable legal costs arising from your content or data, your breach of these Terms or the Acceptable Use Policy, your marketing or messaging to third parties, or your violation of law or third-party rights. We will notify you promptly of a claim and let you control the defence, at your cost, with our reasonable cooperation.

Non-solicitation

During a project or subscription and for 12 months after it ends, you will not directly hire or engage any Nexlla team member or contractor who worked on your account without our written consent. General job adverts that are not targeted at them are allowed. If this clause is breached, you will pay a placement fee equal to 30% of that person’s first-year compensation, which the parties agree is a genuine pre-estimate of our loss.

Suspension and termination

Either party may end an engagement or subscription by written notice if the other party materially breaches these Terms and does not fix the breach within 14 days of notice, or becomes insolvent. We may suspend access immediately if it is needed to prevent harm, a security risk, unlawful activity or a serious breach of the Acceptable Use Policy, and we will tell you why.

When an engagement ends, you pay for work done and costs incurred to that date. Clauses that by their nature should survive — including fees owed, intellectual property, confidentiality, data, disclaimers, liability, indemnity and governing law — continue to apply.

Events outside our control

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of internet, power, hosting or major cloud providers, cyber-attacks despite reasonable security, natural disasters, epidemics, war, unrest, sanctions or government action. Payment obligations are not excused. If an event lasts more than 30 days, either party may end the affected work by notice.

Governing law and disputes

These Terms and any dispute or claim arising from them or our relationship (including non-contractual claims) are governed by Syrian law and UAE law.

Before starting proceedings, the parties will try to resolve a dispute in good faith through senior representatives for at least 30 days after written notice. If it is not resolved, it goes to the competent courts under those laws, unless your signed agreement names another forum such as arbitration. Either party may seek urgent injunctive relief in any competent court.

If you are a consumer, nothing here removes protections that the law of your country of residence gives you and that cannot be excluded by contract.

General terms

• Electronic communications. Notices, approvals, proposals and signatures may be made electronically, including by email and e-signature, and are valid to the extent the law allows. Notices to us go to [email protected].
• Language. These Terms are written in English. If we provide a translation, the English version prevails to the extent the law allows.
• Sanctions and export. You will not use our services in breach of applicable sanctions or export-control laws.
• Relationship. We are independent contractors. Nothing creates a partnership, employment or agency relationship.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them as part of a reorganisation, merger or sale of our business.
• Subcontractors. We may use vetted subcontractors and remain responsible for their work.
• Entire agreement. These Terms and the documents they reference are the whole agreement on their subject and replace earlier discussions.
• Severability and waiver. If a clause is unenforceable, the rest remains in force and that clause is applied to the maximum extent allowed. Not enforcing a right is not a waiver of it.
• No third-party rights. Only you and Nexlla can enforce these Terms.

Changes to these Terms

We may update these Terms. The “Last updated” date shows the current version. For active subscriptions, material changes take effect at your next renewal or 30 days after we notify you, whichever is later. A signed SOW keeps the terms in force when it was signed until it ends.

Contact

Nexlla Group, operating the Nexlla Creative Agency brand
A cloud-based business with no physical office. Contact is by email.
Email: [email protected]