Terms of Service.

01Agreement to these terms

By using this website, sending us an enquiry, signing in to the client portal or opening a portal link we sent you, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use them.

If you accept these Terms for a company or other organisation, you confirm you have authority to bind it, and "you" means that organisation.

Your engagement letter, statement of work or signed proposal with us (your "Engagement Agreement") governs the services themselves. Where it conflicts with these Terms, the Engagement Agreement controls for that engagement.

02What we do — and what we do not do

Nexus provides production strategy and technology consulting: show design input, technical scope development, vendor sourcing and proposal comparison, venue sourcing, budget review, and owner's-representative oversight through production.

Client-direct. You contract and pay the production vendor directly. We advise, source, scope and oversee the work for you, and the vendor's obligations run to you.

Nexus as contracting party. Where your Engagement Agreement provides for it, we contract with the vendor and represent you as the client. We are then accountable to you for delivery of the contracted scope and manage the vendor, its invoicing and its remedies.

We do not own or operate audio, video, lighting, staging, rigging or power inventory; that equipment and labour is supplied by production vendors. Which structure applies to your event is stated in your Engagement Agreement.

03Enquiries

Sending an enquiry through our website is not a contract and does not oblige either of us to work together. We treat what you send us in confidence, as described under Confidentiality below.

04Proposals and estimates

Budget figures, cost ranges, vendor pricing and comparisons we provide, including anything shown in the portal, are estimates based on the information available at the time and on what vendors submit. They are not guarantees of final cost; vendor pricing can change with scope, venue requirements, labour rules and availability.

A proposal shows the scope and price we offered when we sent it. We may withdraw or revise it until you approve it. A proposal can be approved only until the valid-until date shown on it; after that we will renew it with you if you still want it. Our recommendations are our professional opinion; the decision to engage any vendor is yours.

05Your responsibilities

To do our work we depend on what you give us. You agree to:

• give accurate, complete and timely information about your event, scope, budget, venue and deadlines;
• hold the rights, permits, licences and venue permissions your event needs, including for any content you ask us or a vendor to display;
• review and approve scopes, proposals, contracts and schedules within the timelines we set out;
• pay vendors directly where your engagement is client-direct, or pay us as agreed where we are the contracting party.

Delays or errors caused by incomplete information, late approvals or late scope changes may affect cost, feasibility and deadlines.

06Vendors and partners

The production vendors and partner companies we work with are independent businesses, not our employees, subsidiaries or joint venturers. Their equipment, crew, insurance and safety practices are their own.

Where your engagement is client-direct, the vendor's obligations run to you under your contract with them; we vet partners in good faith but do not guarantee a vendor's performance, workmanship, licensing, insurance, timeliness or solvency, and we are not liable for its acts or omissions. Where we are the contracting party, we are responsible to you for delivery of the scope we contracted, subject to the limits in these Terms. Vendors are responsible for the accuracy of their own pricing, specifications, crew counts and inclusions.

07Fees, invoicing and payment

Fees are set in your Engagement Agreement. Unless it says otherwise:

• invoices are due within thirty (30) days of the invoice date;
• amounts past due may accrue interest at 1.5% per month or the maximum rate Nevada law permits, whichever is lower;
• pre-approved travel and out-of-pocket expenses are billed at cost;
• fees exclude taxes, which you are responsible for;
• vendor deposits, rentals, labour and production costs are separate from our fees — paid to the vendor where client-direct, or billed to you as production costs where we are the contracting party.

Invoices appear in the portal for convenience; what you owe and when is set by the invoice and your Engagement Agreement. The portal does not take payments. We may pause work on an engagement with past-due amounts after written notice.

08The client portal

If we give you portal access, we grant you a limited, non-exclusive, non-transferable, revocable right to use it to work on your own engagements with us. You reach it with a named login we issue, or with a link we send you; both are personal to you.

• Your login. Keep your password secret. Two-factor sign-in is available and we recommend it. You can see every browser and device your login is signed in from and sign any of them out, and we email you when your login is used from a new browser or address, or is locked after too many wrong passwords. Tell us at once if you think someone else has used your access.
• Approvals. Approving a proposal in the portal is an electronic signature and binds you as your Engagement Agreement describes — see Electronic Signatures.
• Documents and messages. Documents shared with you through the portal remain subject to the confidentiality and ownership terms of these Terms and your Engagement Agreement. Every uploaded file is scanned for malware before anyone can open it, and a file found to carry a threat is removed. Messages are limited to a reasonable volume.
• Your data. You can download a copy of your organisation's records from the portal at any time, and close your own login there.

You agree not to share your access with anyone outside your organisation without our written consent; copy, scrape, resell or make the portal or its contents available to a competitor; disclose one vendor's confidential pricing or proposal outside your organisation; probe, test or circumvent any security or access control, or try to reach records that are not yours; upload malware, or content that is unlawful, infringing or not yours to share; or use the portal to build or train a competing product or dataset.

We may suspend access to protect you, another client or ourselves, and may change or discontinue portal features. The portal is a convenience and a record; it is not a substitute for your own contracts and records.

09People who work with us

Our team members, specialists who work on a show, and anyone else we give a login to our team application may use it only for our engagements, see only the work we share with them, and must keep what they see confidential. Two-factor sign-in is required for every team login. Their agreement with us governs their work; these Terms govern their use of the software.

10Intellectual property

Ours. The website, the portal, our software, our comparison and scoping methodology, templates, documentation, brand name and logo are owned by Nexus or its licensors. Nothing in these Terms transfers them to you. Open-source software included in the portal and our applications is used under its own licences, listed at /third-party-licenses.txt on each of them.

Yours. You keep ownership of the information, files, event content, brand assets and materials you give us ("Client Content"). You grant us a limited licence to use, host, reproduce and share Client Content as reasonably needed to perform our services — including sharing your brief and scope with prospective vendors so they can bid, in confidence.

Deliverables. Ownership of what we produce for you (scopes, budgets, drawings, run-of-show documents) is set in your Engagement Agreement. Absent other terms, you receive a perpetual licence to use deliverables for the event they were created for, and we keep our underlying templates, methods and know-how.

Feedback. Suggestions you send us about the portal or our services we may use without restriction or payment.

11Confidentiality

Each party will protect the other's non-public information — event plans, pricing, budgets, vendor terms, business strategy — with reasonable care, use it only for the engagement, and share it only with people and vendors who need it and are bound by comparable obligations. This does not cover information that is public through no fault of the receiving party, independently developed, rightfully received from someone else, or required by law to be disclosed (with notice where the law allows). If we have signed a separate non-disclosure agreement with you, it governs the information it covers.

12Disclaimer of warranties

We perform our services in a professional and workmanlike manner consistent with industry standards. Beyond that, the website, the portal and our services are provided "as is" and "as available", without warranties of any kind, express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement and accuracy. We do not warrant that the website or portal will be uninterrupted or error-free, or that any particular event outcome, cost, saving or vendor performance will be achieved. If the portal is unavailable when something is due, contact us directly.

13Limitation of liability

To the fullest extent the law allows, Nexus and its owners, officers, employees and contractors are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data, business opportunity, event cancellation costs or reputational harm, even if advised of the possibility.

Our total liability arising out of these Terms, the website, the portal or any engagement will not exceed the fees you paid us for the engagement giving rise to the claim in the twelve (12) months before the event that gave rise to it. These limits do not apply to liability that cannot be limited by law, including for our gross negligence, wilful misconduct or fraud.

14Indemnification

You will indemnify, defend and hold harmless Nexus and its owners, officers, employees and contractors from third-party claims, damages, liabilities, penalties and reasonable legal fees arising from your event and its operation; Client Content and your rights in it; your breach of these Terms or an Engagement Agreement; instructions of yours that we or a vendor followed; your contracts with any vendor or venue; and your violation of any law or third-party right.

15Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, severe weather, fire, epidemic or public-health orders, war, terrorism, civil unrest, strikes, venue closure, utility or telecommunications failure, transport disruption or government action. Fees for work already performed remain payable.

16Suspension and termination

These Terms apply for as long as you use the website or portal. Ending an engagement is governed by your Engagement Agreement. We may suspend or end your portal access if you break these Terms, create risk for us, another client or a vendor, or when your engagement ends. You may stop using the portal and close your login at any time.

When access ends, approvals you have given stay valid, and records are kept and deleted as our Privacy Policy describes. Download anything you want to keep before your access ends; the portal's export gives you a copy of your organisation's records. The sections on fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law survive termination.

17Governing law and disputes

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws rules. The state and federal courts in Clark County, Nevada have exclusive jurisdiction, and each party consents to venue there. Before filing any claim, the parties will try in good faith to resolve the dispute by direct negotiation for at least thirty (30) days after written notice of it. Each party waives any right to a jury trial and to take part in a class or representative action, to the extent the law allows.

18General terms

Entire agreement. These Terms, the Privacy Policy, any Engagement Agreement and any non-disclosure agreement signed between us are the entire agreement between us on this subject. Severability. If a provision is unenforceable, the rest remains in force. No waiver. Not enforcing a provision is not a waiver of it. Assignment. You may not assign these Terms without our written consent; we may assign them in a merger, acquisition or sale of assets. Relationship. Nothing here creates a partnership, joint venture or employment relationship; we act as your representative only as far as an Engagement Agreement expressly allows. Notices. Notices to us go by email to hello@nexus-insight-strategies.com; notices to you go to the email address on your login or in your Engagement Agreement.

19Changes to these terms

We may update these Terms. Each version is published with its version number and date, and earlier versions stay available beside the current one. For a material change we will tell portal users by email or in the portal before it takes effect. Using the website or portal after a change takes effect means you accept the updated Terms. Each approval records which version of the electronic signature terms applied when it was given.

20Contact us

Questions about these Terms: Nexus-Insight Strategies LLC, hello@nexus-insight-strategies.com. Portal users can also send us a message in the portal.