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Terms of Business
These terms explain how Nexus SME Solutions provides its services, works with clients and manages projects, payments and responsibilities.
1. Introduction and Business Identity
Last updated: 08/10/2026
1.1 These Terms of Business govern the provision of services by Sylvester Foley trading as Nexus SME Solutions ("Nexus SME Solutions", "we", "us" or "our"). Nexus SME Solutions operates as a sole trader business based in Malvern, Worcestershire, United Kingdom.
1.2 These Terms apply to services supplied to business customers only. They do not apply to consumers acting outside the course of business.
1.3 These Terms apply together with any written proposal, quotation, statement of work or other written agreement that we issue and you accept (each an "Agreement"). If there is any conflict between these Terms and an Agreement, the Agreement will normally take priority for that specific project.
1.4 Please read these Terms carefully before accepting a quotation, confirming a booking or instructing us to begin work. By accepting a quotation, signing an Agreement or instructing us to proceed, you agree that these Terms will apply to the relevant services.
1.5 Simply visiting or using our website at www.nexussmesolutions.co.uk does not create a paid service contract. A contract for services is formed only when we confirm acceptance of your order or instructions in
1.6 Business information
Trading name: Nexus SME Solutions
Legal owner: Sylvester Foley
Legal structure: Sole trader
Business location: Malvern, Worcestershire, United Kingdom
Website: www.nexussmesolutions.co.uk
General contact: hello@nexussmesolutions.co.uk
Accounts contact: accounts@nexussmesolutions.co.uk
Privacy contact: privacy@nexussmesolutions.co.uk
Tagline: Create Connect Cultivate
2. Definitions
2.1 In these Terms, the following expressions have the meanings set out below:
(a) "Nexus SME Solutions", "we", "us" or "our" means Sylvester Foley trading as Nexus SME Solutions.
(b) "Client" or "Customer" means the business that engages us to provide Services.
(c) "Services" means the consultancy, technology, sales, networking and business support services that we agree to provide to the Client, as described in an Agreement.
(d) "Proposal" means a written outline of suggested Services, approach and indicative pricing that we may provide for discussion.
(e) "Quotation" means a written document issued by us that sets out the proposed Services, scope, deliverables, timescales and charges for a particular piece of work.
(f) "Agreement" means the contract between the Client and Nexus SME Solutions for the supply of Services, made up of these Terms and any relevant Proposal, Quotation, statement of work or other written agreement that we issue and you accept.
(g) "Deliverables" means any documents, reports, plans, designs, training materials, software configurations, prototypes or other outputs that we create for the Client as part of the Services.
(h) "Project" means a defined piece of work or engagement described in an Agreement.
(i) "Third-Party Services" means services, software, platforms, tools or products provided by another supplier, such as hosting providers, software vendors, Microsoft 365, CRM platforms or networking venues.
(j) "Confidential Information" means any non-public, commercially sensitive or proprietary information disclosed by one party to the other in connection with the Services, whether in writing, orally or in any other form.
2.2 These definitions apply to both the singular and plural forms and will be interpreted consistently throughout these Terms and any Agreement.
3. Scope of Services
3.1 Nexus SME Solutions operates across four main service departments: Digital, Sales, Networking and Business Support.
3.2 Digital services may include, as agreed in an Agreement:
(a) Website design and improvements;
(b) Website maintenance and updates;
(c) Business IT support;
(d) Microsoft 365 setup and configuration;
(e) Business email configuration;
(f) Software guidance and basic CRM setup;
(g) App prototypes and proof-of-concept solutions.
3.3 Sales services may include, as agreed in an Agreement:
(a) Sales strategy and planning;
(b) Sales assessments and reviews;
(c) Sales processes and playbooks;
(d) Coaching and training;
(e) Sales scripts and messaging;
(f) Follow-up systems and routines;
(g) CRM guidance;
(h) Sales performance support.
3.4 Networking services may include, as agreed in an Agreement:
(a) Networking preparation and planning;
(b) Business introductions where appropriate;
(c) Networking event support;
(d) Relationship development and follow-up guidance;
(e) Exploring partnership opportunities.
3.5 Business Support services may include, as agreed in an Agreement:
(a) Start-up guidance;
(b) Business assessments and reviews;
(c) Business planning and strategy;
(d) Operational reviews and process improvements;
(e) Ongoing business support.
3.6 The exact Services, Deliverables and any limitations will be set out in the relevant Quotation or Agreement.
3.7 Nexus SME Solutions does not provide regulated legal, tax, financial, investment or other specialist professional advice. Where such advice is required, this should be obtained from an appropriately qualified professional. If we help you access such advice through a third party, that advice will be provided under the third party’s own terms.
4. Quotations and Acceptance
4.1 Quotations will describe the proposed Services, scope, Deliverables and charges for a particular Project.
4.2 Prices are normally provided individually for each Project rather than as fixed public rates. Any pricing examples on our website or marketing materials are illustrative only.
4.3 Unless stated otherwise, Quotations are valid for 30 days from the date of issue. After this period, we may review and update the Quotation if required.
4.4 Work will normally begin after you have accepted the Quotation or Agreement in writing (including by email) and, where applicable, paid any required deposit.
4.5 Any estimates we provide are not guaranteed fixed prices unless we expressly state in writing that a price is fixed.
4.6 Additional work outside the agreed scope, including new features, extra Deliverables or significant changes to requirements, will require separate approval and may be subject to a revised Quotation.
4.7 We may decline to accept a Project or continue with Services where it would be unlawful, unethical or outside our reasonable expertise.
5. Project Scope and Deliverables
5.1 The agreed scope of work for each Project will normally be documented in a Quotation, Proposal, statement of work or similar Agreement.
5.2 The Agreement will usually describe, where relevant:
(a) The Services to be provided;
(b) The key Deliverables;
(c) The responsibilities of each party;
(d) Any assumptions, exclusions and dependencies; and
(e) Expected timescales or milestones.
5.3 We will deliver the Services and Deliverables described in the Agreement using reasonable care and skill.
5.4 Additional functionality, design changes or extra Services that are not included in the agreed scope may require a revised Quotation and may affect timescales and costs.
5.5 Where a Project involves phased delivery, we may agree stage sign-offs or acceptance criteria with you. If you do not raise reasonable concerns within an agreed review period, the relevant Deliverables may be treated as accepted.
6. Client Responsibilities
6.1 To help us deliver the Services effectively, the Client agrees to:
(a) Provide accurate, complete and up-to-date information that we reasonably require;
(b) Supply any content, branding, images, copy, data or other materials needed for the Project in a timely manner;
(c) Provide the necessary access, permissions and logins for relevant systems, platforms and accounts;
(d) Respond to reasonable requests for feedback, approvals and instructions within agreed or reasonable timescales; and
(e) Review Deliverables promptly and provide clear feedback.
6.2 Unless we expressly agree to provide backup services, the Client is responsible for maintaining appropriate backups of its own systems, data and content.
6.3 The Client confirms that it has the necessary rights, licences and permissions to provide any third-party content, data or materials that it supplies to us, and that our use of such materials in accordance with the Agreement will not infringe any third-party rights.
6.4 Delays in providing information, approvals or access may affect delivery timescales. Where delays are caused by the Client, we may need to adjust deadlines and, if appropriate, charge for additional time required to re-schedule or re-start work.
6.5 The Client is responsible for its own business decisions and for how it chooses to implement any recommendations or Deliverables we provide.
7. Project Timescales and Delivery
7.1 Any timescales or target dates we provide are estimates unless we expressly agree in writing that a particular deadline is binding.
7.2 We will take reasonable steps to deliver the Services within agreed or estimated timescales and will keep you informed of any significant changes or delays.
7.3 Timescales may be affected by factors including (without limitation):
(a) delays in receiving information, content, approvals or access from the Client;
(b) changes to the agreed scope or requirements;
(c) dependencies on Third-Party Services or suppliers; and
(d) unforeseen technical issues.
7.4 We do not seek to exclude responsibility for delays caused by our own negligence or breach of contract. However, we will not be responsible for delays caused by factors outside our reasonable control or by the Client’s own acts or omissions.
7.5 Where a binding deadline is agreed, this will be clearly identified in the Agreement, together with any specific conditions that apply.
8. Changes, Revisions and Additional Work
8.1 Quotations and Agreements include only the work and revision allowances expressly stated in them.
8.2 For applicable creative or website Projects, where expressly included in the Agreement, we may provide up to two reasonable rounds of revisions to key Deliverables. The scope of such revisions will be described in the Agreement.
8.3 Additional revisions, changes or new requirements outside the agreed scope may be chargeable. We will explain any proposed additional charges and seek your approval before carrying out such work.
8.4 We will not undertake additional chargeable work without your agreement.
8.5 Where changes significantly alter the nature or scale of a Project, we may propose a revised Quotation or a new Agreement.
9. Deposits, Invoices and Payment
We are committed to maintaining financial clarity through structured payment protocols.
9.1 Deposit Requirements
For all fixed-price engagements, the following standard deposit tiers apply unless otherwise stipulated in an Agreement:
(a) Projects under £100 require full payment in advance;
(b) Projects between £100 and £499 require a 50% deposit before commencement, with the balance due upon completion;
(c) Projects of £500 or more require a 50% deposit before commencement, with the balance due upon completion or agreed milestones.
9.2 Consultancy and Hourly Billing
Unless advance payment is explicitly requested in a Quotation, fees for consultancy and hourly support services will be invoiced immediately following the session or the completion of the specific task.
9.3 Recurring and Maintenance Services
Subscriptive or ongoing services, including monthly maintenance and support, will be invoiced monthly in advance. Terms for cancellation and frequency will be defined in the relevant Agreement.
9.4 Standard Payment Terms
Invoices must be settled within 14 calendar days of the issue date. Payment methods and applicable taxes will be clearly detailed on each invoice generated by us.
9.5 Exclusion of Third-Party Expenses
Charges for external services, including but not limited to hosting, domain registration, and software licenses, are excluded from our fees unless expressly integrated within a written Quotation.
9.6 Late Payment Consequences
If accounts remain unsettled past the due date, we reserve the right to suspend Services following notice. We further reserve the right to claim statutory interest and recovery costs under UK B2B debt legislation.
9.7 Out-of-Scope Adjustments
Any activities performed outside of the originally agreed project scope will be subject to additional charges, which will be communicated and agreed upon before such work is undertaken.
9.8 Final Project Settlement
Final balances for fixed-price projects become due once the Deliverables are finished and presented for client review or handover, subject to the agreed acceptance criteria.
9.9 Written Variations
Any deviations from these standard payment structures or milestone arrangements must be formally documented and confirmed by us in writing before the start of the Project.
10. Cancellations, Refunds and Termination
10.1 Either party may cancel a Project before work begins by giving written notice. Where you cancel before work begins, we will normally refund any advance payments received, less any reasonable, evidenced costs already incurred in preparing for the Project.
10.2 Where work has already begun, we may invoice for Services and Deliverables completed up to the date of cancellation, together with any reasonable, evidenced third-party costs and commitments that cannot be recovered.
10.3 For recurring or ongoing Services, the Agreement will normally state the applicable notice period. Where no specific notice period is stated, either party may terminate ongoing Services on 30 days’ written notice.
10.4 Either party may terminate an Agreement immediately by written notice if the other party commits a material breach of the Agreement and, where the breach can be remedied, fails to remedy it within a reasonable period after being asked to do so.
10.5 Any refunds of unused advance payments will be assessed fairly, taking into account work completed, time reserved, third-party commitments and any non-recoverable costs.
10.6 Nothing in this section affects any statutory cancellation or refund rights that may apply.
11. Website and Digital Services
11.1 Website design and development
We will design and develop websites and related digital assets as described in the Agreement. Unless expressly stated otherwise, our role is to design, configure and implement the agreed solution rather than to provide ongoing content management.
11.2 Hosting and domains
Where we assist with hosting or domain registration, these services will normally be provided through Third-Party Services. The terms of the relevant hosting or domain provider will apply in addition to these Terms. We do not guarantee uninterrupted availability of any hosting or domain service.
11.3 Microsoft 365 and business email
Where we assist with Microsoft 365 or business email configuration, we will use reasonable care and skill to set up accounts, mailboxes and basic security settings as agreed. The underlying Microsoft or email provider terms will apply, and we do not guarantee uninterrupted operation or compatibility with every future update.
11.4 Third-party software and plugins
We may recommend or configure third-party software, plugins, apps or integrations as part of a Project. These remain subject to the third party’s own terms, licensing and service levels. We are not responsible for changes made by third-party providers, but we will take reasonable steps to help you address issues within the scope of the Agreement.
11.5 App prototypes and proof-of-concept
Where we create prototypes or proof-of-concept solutions, these are intended for demonstration and evaluation purposes only unless expressly agreed otherwise. They may not be suitable for live production use without further development, testing and hardening.
11.6 Website maintenance and updates
Ongoing maintenance, hosting and technical support are not automatically included in a Project unless expressly stated in the Agreement. Where we agree to provide maintenance or support, the scope, response times and fees will be set out in the Agreement.
11.7 Software compatibility and updates
We will take reasonable care to build solutions using supported technologies at the time of delivery. However, we cannot guarantee compatibility with all future browsers, devices, platforms or updates. Where future changes cause issues, we can provide further support or updates under a separate Agreement.
11.8 Client accounts and access
Where we set up or configure accounts on your behalf (for example, hosting, domains, Microsoft 365 or other platforms), we will normally do so in your name or under your control where practical. We recommend that you retain administrator access and keep your login details secure.
11.9 Handover and support
On completion of a Project, we will provide any agreed handover information, such as login details, basic training or documentation. Any further support will be provided as set out in the Agreement or under a separate support arrangement.
12. Intellectual Property, Use of Deliverables and Portfolio Rights
12.1 Ownership of Existing Materials
Nexus SME Solutions retains ownership of all intellectual property, materials, templates, software, code, tools, methodologies, processes, frameworks and other resources developed or owned by Nexus SME Solutions before or independently of a client's project.
These materials remain the property of Nexus SME Solutions unless otherwise agreed in writing.
12.2 Bespoke Client Deliverables
Where Nexus SME Solutions creates bespoke deliverables specifically for a client, such as websites, branding materials, documents, designs or software, ownership arrangements will be confirmed in the relevant quotation, proposal or service agreement.
Where the agreement expressly provides for ownership to transfer, the agreed intellectual property rights will be assigned to the client upon receipt of full payment, subject to applicable third-party rights and any exclusions stated in the agreement.
12.3 Reusable Components and Materials
Nexus SME Solutions may use existing templates, software components, development methods, frameworks and other reusable resources when delivering services.
Unless otherwise agreed in writing, these remain the intellectual property of Nexus SME Solutions or their respective owners.
Where such materials are incorporated into a completed deliverable, Nexus SME Solutions will grant the client an appropriate licence to use them as part of that deliverable, subject to any applicable restrictions.
12.4 Third-Party Materials
Third-party software, plugins, fonts, images, hosting services, platforms and other licensed materials remain subject to the intellectual property rights and licensing terms of their respective owners.
Nexus SME Solutions cannot transfer ownership of third-party intellectual property unless authorised to do so.
Any relevant third-party licensing requirements or ongoing subscription costs will be communicated to the client where applicable.
12.5 Client-Provided Materials
Clients retain ownership of materials, logos, content, information and other intellectual property they provide to Nexus SME Solutions.
By providing these materials, clients confirm that they have the necessary rights or permissions for their use and grant Nexus SME Solutions permission to use them solely as reasonably required to deliver the agreed services.
12.6 Use of Completed Work
Clients may use completed deliverables in accordance with the ownership or licensing arrangements agreed for their project.
Nexus SME Solutions will not claim ownership of a client's pre-existing intellectual property.
12.7 Portfolio and Promotional Use
Nexus SME Solutions will seek the client's permission before publicly displaying identifiable client work, branding or project details in portfolios, case studies or promotional materials.
Confidential information will not be disclosed without appropriate authorisation.
12.8 Alternative Arrangements
Different intellectual property arrangements may be agreed for individual projects. Any such arrangements must be confirmed in writing and will take precedence over this section where they expressly conflict.
13. Data Protection and Confidentiality
Nexus handles personal information in accordance with applicable data protection laws in England and Wales. Both parties agree to keep confidential all non-public, commercially sensitive, or proprietary information disclosed in the course of the engagement, and to use such information only for the purpose of delivering or receiving the Services. This obligation of confidentiality does not apply to information that is or becomes publicly available through no fault of the receiving party, is already known to the receiving party without restriction, or is required to be disclosed by law or a competent authority.
14. Liability and Use of Subcontractors
Nexus may engage trusted subcontractors or associate consultants to support delivery of the Services. Nexus remains responsible for the overall performance of the Services. Liability is limited to professional B2B standards and, to the fullest extent permitted by law, Nexus excludes liability for any indirect, consequential, or special loss, including loss of profit, revenue, or business opportunity. Nexus’s total aggregate liability arising out of or in connection with any Agreement will not exceed the total fees paid by the Client to Nexus for the Services giving rise to the claim in the 12 months preceding the event giving rise to the claim.
Email: hello@nexussmesolutions.co.uk
Telephone: 07855 000098