Terms of Service

These Terms of Service ("Terms") govern the professional relationship between NCVertex and any client, partner, or website visitor. Accessing this website or engaging our professional services constitutes acceptance of these Terms.

If you are entering into a service agreement on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms. If you do not agree to these Terms, please do not engage our services or use this website.

NCVertex delivers enterprise technology solutions including:

• Custom business systems and internal management platforms built to your operational requirements.
• Pre-built and configurable digital platforms: Hospital Management Systems (HMS), Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), Queue Management, Visitor Management, and Digital Signage systems.
• AI-powered automation systems, intelligent workflow agents, and conversational AI solutions.
• Business process automation using n8n, custom integration layers, and API middleware.
• System integrations connecting third-party tools, databases, and enterprise platforms.
• Mobile and web application development for internal and client-facing use cases.
• Cloud infrastructure provisioning, DevOps practices, and platform management.
• Digital transformation consulting, architecture planning, and technical strategy.

All project engagements follow a structured delivery approach designed to ensure clarity and alignment before and during delivery:

• Delivery begins after a written proposal or SOW is accepted and the agreed initial payment is received.
• Scope, milestones, acceptance criteria, and technical specifications are documented before development starts.
• Delivery is conducted in phases or sprints, with client review at agreed milestones.
• Work outside the documented scope constitutes a Change Request, assessed separately for effort, cost, and timeline.

NCVertex reserves the right to pause delivery if the client fails to provide required materials, timely feedback, system access, or agreed payments within the schedule defined in the proposal.

Clients engaging NCVertex for services agree to:

• Requirements clarity— provide accurate business requirements, operational context, and workflow information needed for delivery.
• Single point of contact— designate a primary contact for project coordination, feedback, and approval decisions.
• Timely feedback— review and respond to deliverables and queries within 5 business days of delivery.
• System access— provide access to required third-party systems, APIs, databases, and internal tools as needed for delivery.
• Third-party licences— obtain any licences, consents, or approvals required for third-party content, tools, or services included in scope.
• Payment schedule— make payments in accordance with the agreed schedule as defined in the proposal or SOW.

IP ownership is structured to give clients full control of their delivered systems upon completion of payment.

Pre-existing NCVertex tools and open-source components incorporated into the delivery remain under their original licences.

Payment terms are defined in the project proposal. Standard terms apply unless otherwise agreed in writing:

• 50% of the agreed project fee is due upfront, prior to commencement of work.
• The remaining balance is due at the agreed delivery milestone or on completion.
• Invoices are payable within 14 calendar days of issuance.
• Overdue invoices may result in a pause to delivery until the outstanding balance is settled.
• All fees are stated in the agreed currency and are exclusive of applicable taxes.
• NCVertex is not obligated to commence or continue work until the required payment has cleared.

The agreed scope covers deliverables documented in the SOW or proposal. The following constitute Change Requests and require separate assessment:

• New features or functionality not included in the original scope.
• Significant changes to agreed requirements or UI/UX design direction.
• Changes to technical architecture, data models, or integration approach.
• Additional platforms, operating systems, or deployment environments not in scope.
• Requests made after client sign-off on a specific milestone or deliverable.

Change Requests are assessed for effort, cost, and timeline impact. Work on a Change Request begins only after both parties have agreed in writing on the additional scope and fee.

Post-delivery support terms are specified in individual engagements. General terms:

• A 14-day bug-fix period is included at no charge after final delivery, covering issues that represent non-conformance with the agreed specification.
• The bug-fix period does not cover new features, scope changes, or issues arising from third-party system changes or client-side modifications.
• Ongoing support and maintenance beyond the initial 14-day period are available under a separate support arrangement.
• NCVertex is not liable for system downtime, data loss, or performance issues arising from third-party cloud providers, infrastructure outages, or changes made to the system by the client after delivery.

NCVertex warrants that services will be delivered with reasonable professional skill and care, consistent with the agreed specification. Beyond this:

• We do not warrant that deliverables will be free of all defects following client-side modifications or third-party changes.
• We do not warrant that third-party integrations, APIs, or cloud services will remain stable, available, or API-compatible over time.
• We do not warrant that performance targets not explicitly defined in the agreed scope will be met.
• We do not warrant uninterrupted system availability during periods of third-party infrastructure downtime outside our control.

All warranties beyond those expressly stated are excluded to the maximum extent permitted by applicable law.

• NCVertex's total liability for any claim arising from a specific engagement shall not exceed the total fees paid by the client for that engagement.
• NCVertex shall not be liable for indirect, consequential, special, incidental, or punitive damages of any kind.
• NCVertex shall not be liable for revenue loss, business interruption, data loss, or reputational damage arising from the use of delivered systems.
• NCVertex shall not be liable for failure to deliver caused by factors outside its reasonable control, including third-party API changes, infrastructure outages, or client-side delays.

Both parties agree to treat each other's confidential information with appropriate care.

Confidentiality obligations survive termination of the engagement for a period of 3 years. Where a separate NDA exists between the parties, that agreement takes precedence.

Either party may terminate a service engagement with 14 days' written notice. Upon termination:

• NCVertex will deliver all completed work to the client in a reasonable format.
• The client will pay NCVertex for all work completed and materials procured up to the termination date.
• Pre-paid amounts for work not yet started may be refunded at NCVertex's reasonable discretion.
• All confidentiality obligations and intellectual property provisions survive termination.

NCVertex may terminate immediately and without notice if the client materially breaches payment obligations or engages in conduct that is harmful, unlawful, or that materially interferes with project delivery.

These Terms are governed by applicable laws in the jurisdiction where NCVertex is registered and operating. Any disputes arising under these Terms shall be subject to the jurisdiction of the relevant courts.

NCVertex and the client agree to attempt good-faith negotiation and resolution before initiating formal legal proceedings. We are committed to resolving disagreements constructively and professionally.

For questions about these Terms, to discuss modifications for a specific engagement, or to raise a concern about our services:

We aim to respond to all Terms-related enquiries within 5 business days.