Terms & Conditions

1. Acceptance of Terms

These Terms & Conditions (“Terms”) govern your access to and use of nextera-automations.com (the “Site”) and any services provided by NextEra Automations LLC, an Ohio limited liability company (“NextEra,” “we,” “us,” or “our”). By accessing the Site, contacting us, or engaging our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

If you do not agree to these Terms, do not use the Site or engage our services.

2. Our Services

NextEra designs, builds, and operates custom AI automations, agent systems, workflow integrations, and related advisory services for businesses. Specific deliverables, fees, timelines, and acceptance criteria are defined in a separate written Statement of Work (“SOW”) signed by both parties. In the event of any conflict between an SOW and these Terms, the SOW controls with respect to the engagement it covers.

The Site itself is provided for informational purposes and to allow prospective clients to contact us. Nothing on the Site is an offer to perform services on specific terms until an SOW is signed.

3. Eligibility

By engaging our services, you represent and warrant that:

• You are at least 18 years old;
• If you are acting on behalf of a company or other legal entity, you are authorized to bind that entity to these Terms and any SOW;
• Your use of the Site and services complies with all applicable laws.

4. Engagement & Payment

• Quotes and SOWs are valid for fourteen (14) days from the date issued unless otherwise stated.
• Invoicing. Unless an SOW provides otherwise, fees are invoiced upon SOW execution and at agreed milestones thereafter. Standard payment terms are net fourteen (14) days from the invoice date.
• Late payment. Past-due invoices accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law. NextEra may suspend or pause services for any invoice that remains unpaid more than fifteen (15) days after its due date, after written notice.
• Invoice disputes. You must raise any dispute regarding an invoice in writing within ten (10) business days of receipt; otherwise the invoice is deemed accepted.
• Taxes. Fees are exclusive of any applicable sales, use, value-added, or similar taxes, which are your responsibility.
• Expenses. Pre-approved out-of-pocket expenses (e.g., third-party software fees passed through at cost) will be billed alongside fees.

5. Client Responsibilities

To allow us to deliver on time and within scope, you agree to:

• Provide accurate, complete, and timely information, access, and decisions as reasonably requested;
• Designate a primary point of contact authorized to approve deliverables and make decisions on your behalf;
• Maintain valid credentials, accounts, and subscriptions for any third-party platforms NextEra will integrate with (e.g., Slack, OpenAI, Anthropic, Stripe, HubSpot);
• Comply with the terms of service of any third-party platforms used in the engagement;
• Review and approve AI-generated output before publishing it, acting on it, or relying on it for any decision with legal, financial, or operational consequences;
• Use the deliverables only for your own lawful business purposes and not to harass, defraud, or harm any person or organization.

6. AI Output & Disclaimer

You acknowledge and agree that:

• AI systems generate output probabilistically and may produce errors, omissions, inaccuracies, biased content, or fabricated information (sometimes called “hallucinations”);
• Output may vary between runs even with identical inputs;
• NextEra does not warrant that AI output will be accurate, complete, current, fit for any particular purpose, or free from errors;
• You are solely responsible for human review and approval of AI output before relying on it or publishing it;
• AI output does not constitute legal, financial, tax, medical, or other professional advice.

7. Intellectual Property

7.1 Client Materials

You retain all rights, title, and interest in and to any data, content, materials, brand assets, and information you provide to NextEra (collectively, “Client Materials”). You grant NextEra a non-exclusive, royalty-free license to use Client Materials solely as necessary to perform the services.

7.2 Deliverables

Subject to your full payment of all fees due under an SOW, NextEra assigns to you all rights, title, and interest in the final deliverables identified in that SOW (e.g., custom workflow configurations, agent definitions, documentation produced for you).

7.3 NextEra Background IP

NextEra retains all rights, title, and interest in its underlying methodology, frameworks, templates, internal tooling, libraries, prompts, code patterns, and any other intellectual property created before or independently of the engagement (collectively, “Background IP”). To the extent any Background IP is embedded in or necessary to use the deliverables, NextEra grants you a perpetual, worldwide, non-exclusive, royalty-free license to use such Background IP solely in connection with the deliverables for your internal business purposes.

7.4 Marketing & case studies

Unless you notify us otherwise in writing, NextEra may reference the engagement at a high level in case studies, portfolio materials, and marketing communications, using only non-confidential information. We will not disclose your confidential information or proprietary data without your prior written consent.

8. Confidentiality

Each party (the “Receiving Party”) will treat any non-public business, technical, financial, or strategic information disclosed by the other party (the “Disclosing Party”) as confidential, will use such information only for the purpose of performing under these Terms and any SOW, and will protect it using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care).

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of the Disclosing Party's information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice where legally permitted.

These confidentiality obligations survive termination of the engagement for three (3) years.

9. Third-Party Services

Our services frequently integrate with third-party platforms and AI models (including, without limitation, Slack, OpenAI, Anthropic, Google, Microsoft, n8n, Supabase, Stripe, HubSpot, and others). You acknowledge that:

• You are responsible for maintaining accounts, valid subscriptions, and compliance with the terms of service of all third-party platforms used in the engagement;
• Third-party platforms may charge their own fees, which are your responsibility;
• NextEra is not liable for any acts, omissions, outages, deprecations, security incidents, policy changes, or pricing changes of third parties;
• If a third-party platform becomes unavailable or materially changes, NextEra may need to modify, pause, or discontinue affected services, and additional fees may apply for re-platforming work.

10. Warranties & Disclaimers

Some jurisdictions do not allow the exclusion of certain warranties, so portions of this section may not apply to you.

11. Limitation of Liability

The above limitations apply to the fullest extent permitted by law and survive termination. Some jurisdictions do not allow certain limitations of liability, so portions of this section may not apply to you.

12. Indemnification

By Client. You agree to indemnify, defend, and hold harmless NextEra and its officers, employees, contractors, and agents from and against any third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising out of or related to: (a) Client Materials; (b) your use or misuse of the deliverables; (c) your violation of any law or third-party right; or (d) your breach of these Terms or any SOW.

By NextEra. Subject to the Limitation of Liability above, NextEra will defend and indemnify you against third-party claims alleging that NextEra's Background IP, as delivered (and not as modified by you or combined with materials not provided by NextEra), infringes a third party's intellectual property rights, provided you promptly notify us of the claim in writing and reasonably cooperate in the defense.

13. Termination

• For convenience. Either party may terminate an engagement for any reason on thirty (30) days' prior written notice, unless the applicable SOW provides otherwise.
• For cause. Either party may terminate immediately on written notice if the other party materially breaches these Terms or an SOW and fails to cure within fifteen (15) days of written notice describing the breach.
• For non-payment. NextEra may suspend or terminate services if any invoice remains unpaid more than fifteen (15) days after written notice of past-due status.
• Effect of termination. Upon termination, you will pay NextEra for all services performed and expenses incurred through the termination date. NextEra will deliver work-in-progress that has been paid for. Sections that by their nature should survive (including IP, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will survive termination.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Ohio, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through direct discussion for a period of at least thirty (30) days following written notice of the dispute.

Binding arbitration. Any unresolved dispute will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Cleveland, Ohio, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

15. Modifications to These Terms

NextEra may revise these Terms from time to time by posting an updated version on the Site. Material changes take effect thirty (30) days after posting (or such other period required by law). Your continued use of the Site or services after the effective date constitutes acceptance of the revised Terms. Any active SOW will continue to be governed by the version of these Terms in effect when that SOW was signed, except where the parties agree otherwise in writing.

16. General

• Entire agreement. These Terms, together with the Privacy Policy and any executed SOW, constitute the entire agreement between the parties on the subject matter and supersede all prior or contemporaneous communications and proposals.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.
• No waiver. The failure of either party to enforce any right or provision is not a waiver of that right or provision.
• Assignment. Neither party may assign these Terms or any SOW without the other party's prior written consent, except that either party may assign without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any prohibited assignment is void.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship.
• Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including (without limitation) acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, internet or utility outages, and third-party service disruptions.
• Notices. Notices must be in writing and delivered by email to the addresses on file or by recognized overnight courier to the parties' principal places of business.
• Headings. Section headings are for convenience only and do not affect interpretation.

17. Contact