NXRD Cancellation and Termination Terms Website Builds, Hosting, Retainers, Graphic Design, AI Tools, and Ongoing Services
1. Definitions 1.1 “NXRD” means NXRD, the supplier of services under this agreement. 1.2 “Client” means the individual, company, or entity engaging NXRD. 1.3 “Services” means any work supplied by NXRD, including but not limited to website design, website development, hosting, domain management, SEO, AEO, AI marketing, strategy consultancy, email marketing, automation, social media management, LinkedIn growth, product rendering, animation, graphic design, brand identity, print and digital artwork, packaging design, marketing collateral, and access to NXRD proprietary AI tools, AI assistants, custom GPTs, AI workflows, and AI driven platforms supplied or developed by NXRD. 1.4 “AI Tools” means any artificial intelligence tool, model, agent, prompt library, custom GPT, automation, integration, dataset, or platform created, configured, hosted, licensed, or maintained by NXRD on behalf of the client or supplied as part of the engagement. 1.5 “Design Assets” means all graphic design output, including logos, brand identity systems, layouts, illustrations, working files, source files, fonts, icons, templates, mock ups, renders, animations, and any associated artwork produced by NXRD. 1.6 “Written notice” means an email sent to the address designated by NXRD on the client invoice or in the signed agreement, and only takes effect once formally acknowledged by NXRD in writing. 1.7 “Notice period” means a minimum of 30 calendar days from the date of acknowledged written notice.
2. Minimum terms 2.1 Hosting is supplied on a 12 month minimum term, renewing automatically on a rolling 12 month basis unless written notice is received at least 30 days before the renewal date. 2.2 Retainer based services (SEO, AEO, AI marketing, email marketing, social media, LinkedIn management, ongoing strategy, ongoing graphic design) carry a minimum initial term of 6 months, renewing month to month thereafter, with all cancellations subject to the 30 days written notice period. 2.3 Website build agreements are non cancellable once production has commenced, save for the early termination provisions in clause 5. 2.4 AI Tools supplied by NXRD on a licensed or hosted basis carry a minimum initial term of 12 months, renewing automatically on a rolling 12 month basis unless written notice is received at least 30 days before the renewal date. 2.5 Graphic design projects with a defined scope are non cancellable once production has commenced, save for the early termination provisions in clause 6.
3. Notice requirements 3.1 All cancellations must be issued in writing by an authorised representative of the client. 3.2 Verbal notice, social media messages, third party communications, and informal exchanges do not constitute valid notice under these terms. 3.3 Notice is only effective from the date NXRD confirms receipt in writing. The client is responsible for obtaining that confirmation. 3.4 The notice period runs concurrently with continued service delivery. NXRD will continue to perform the agreed scope until the cancellation date and the client remains fully liable for all fees during that period.
4. Hosting 4.1 Hosting is charged at a minimum of £50 per month, billed monthly in advance. 4.2 Hosting cannot be cancelled mid month. Partial month refunds are not issued under any circumstances. 4.3 The minimum 12 month term and the 30 days notice period apply in addition to one another. Notice given within the minimum term does not waive the obligation to pay the remaining months of that term. 4.4 Where the client cancels hosting before the end of the minimum term, the balance of the remaining months becomes immediately payable in full as a single invoice. 4.5 Domain renewals, SSL certificates, premium plugin licences, and any third party fees attached to hosting remain payable for the full period already committed.
5. Website builds 5.1 A non refundable deposit of 50% of the agreed project fee is required before production begins. 5.2 Where the client cancels a build after deposit but before development has begun, the deposit is forfeited in full. 5.3 Where the client cancels a build after development has begun, the client is liable for: (a) the full deposit, and (b) all work completed at NXRD’s standard hourly or stage rate, and (c) a minimum of 50% of the remaining project value as compensation for allocated capacity, and (d) all third party costs already committed including licences, plugins, stock assets, fonts, imagery, and contractor fees. 5.4 No source files, design files, code repositories, working drafts, or staging environments will be released to the client until all sums under clause 5.3 are paid in full. 5.5 Intellectual property in any work produced remains with NXRD until full payment is received and cleared. 5.6 Where the client delays the project through late content, late feedback, or late approvals for more than 30 days, NXRD reserves the right to invoice the remaining project value in full and treat the project as practically complete.
6. Graphic design and creative production 6.1 A non refundable deposit of 50% of the agreed project fee is required before any graphic design work commences. 6.2 Graphic design projects are scoped to a defined number of concepts, rounds of revision, and deliverables. Additional rounds or scope changes are charged at NXRD’s standard hourly rate. 6.3 Where the client cancels a graphic design project after deposit, the deposit is forfeited in full and the client is liable for all work completed up to the cancellation date at NXRD’s standard hourly or stage rate, plus 50% of the remaining project value. 6.4 Concepts, drafts, working files, source files, layered artwork, fonts, and licensed imagery are not released until the project is paid in full. 6.5 Intellectual property and usage rights in Design Assets transfer to the client only on receipt of cleared payment in full. Until that point, all artwork remains the property of NXRD and may not be used, published, printed, or distributed by the client. 6.6 Rejected concepts, unused routes, and exploratory work remain the property of NXRD and may be repurposed, archived, or used as portfolio material. 6.7 Where graphic design is supplied as part of a retainer, the monthly fee is payable in advance, unused capacity does not roll over, and the 30 days written notice period applies in full. 6.8 NXRD is not liable for print errors, colour variation, or production faults introduced by third party printers, fabricators, or suppliers not contracted directly by NXRD.
7. AI Tools developed by NXRD 7.1 AI Tools supplied by NXRD remain the intellectual property of NXRD at all times. The client is granted a non exclusive, non transferable, revocable licence to use the AI Tool for the duration of the engagement only. 7.2 Access to AI Tools is supplied on a subscription basis, billed monthly or annually in advance, with a minimum initial term of 12 months unless otherwise agreed in writing. 7.3 AI Tools cannot be cancelled mid term. Where the client cancels before the end of the minimum term, the balance of the remaining months becomes immediately payable in full as a single invoice. 7.4 The 30 days written notice period applies to all AI Tool subscriptions in addition to the minimum term. 7.5 On cancellation, the client’s access is revoked. Logins, API keys, custom configurations, prompt libraries, fine tuning, training data, and any work product generated through the tool that resides on NXRD infrastructure are deactivated. 7.6 Custom configurations, fine tuned models, prompt frameworks, AI agents, and bespoke automations developed by NXRD remain the intellectual property of NXRD and are not transferable on cancellation. 7.7 Outputs generated by the client during the active term may be retained and used by the client, subject to all fees being paid in full. 7.8 Where AI Tools rely on third party model providers (such as language models, image generators, or hosted APIs), the client is bound by the underlying provider’s usage terms in addition to these. Third party fees, token charges, and overage costs are passed through and payable in full. 7.9 NXRD is not liable for output accuracy, hallucinations, omissions, bias, or commercial decisions made on the basis of AI Tool output. The client is responsible for human review and verification of all AI generated content before publication or use. 7.10 The client must not reverse engineer, copy, resell, white label, or redistribute any NXRD AI Tool, prompt library, or configuration. Breach of this clause carries a liquidated sum equivalent to 12 months of the relevant subscription fee. 7.11 Data submitted to AI Tools is handled in line with NXRD’s data and privacy policy. The client is responsible for ensuring no confidential, personal, or regulated data is submitted in breach of applicable law. 7.12 Backups of client AI configurations are retained for 30 days after the cancellation date and are then permanently deleted.
8. Retainers and ongoing services 8.1 Retainer fees are payable monthly in advance. 8.2 Unused hours, deliverables, capacity, design rounds, AI Tool credits, or content allocations within a retainer month do not roll over and are not refundable. 8.3 During the notice period, the client must continue to provide content, approvals, and access required for NXRD to deliver the agreed scope. Failure to do so does not reduce the fees payable. 8.4 SEO, AEO, content, authority work, design output, and AI Tool access delivered up to the cancellation date is the property of the client only once all invoices are settled. Reporting access, dashboards, and tracking accounts revert to NXRD on cancellation unless purchased separately.
9. Outstanding balances and final delivery 9.1 No final files, source code, Design Assets, AI Tool access, hosting data, login credentials, third party account access, dashboards, or domain transfers will be released until all sums owed to NXRD are paid in full. 9.2 NXRD operates a lien over all client materials in its possession until the account is settled. 9.3 Final invoices, including notice period fees and any minimum term balances, are payable within 7 days of issue.
10. Hosting migration and offboarding 10.1 Where the client moves to a new provider, a migration handover fee applies, payable in advance, calculated at NXRD’s standard hourly rate with a minimum charge of one full day. 10.2 NXRD is not responsible for downtime, broken functionality, plugin compatibility, performance, or SEO impact once the site leaves NXRD infrastructure. 10.3 Backups, archive copies, and historic data are retained for 30 days after the cancellation date and are then permanently deleted. Recovery requests after that period cannot be fulfilled. 10.4 Email accounts hosted by NXRD are terminated on the cancellation date. The client is responsible for migrating mailboxes, contacts, and historic email before that date.
11. Domains 11.1 Where a domain is registered or managed by NXRD, transfer requests must be made in writing before the cancellation date and must include a request for the auth code or unlock instructions. 11.2 Domain transfers are subject to a transfer administration fee. 11.3 Domains will not be released, transferred, or unlocked while any balance remains outstanding. 11.4 Where a domain expires during a billing dispute, NXRD is not liable for loss of the domain or any consequential losses.
12. Pausing, reinstatement, and reactivation 12.1 Services cannot be paused, suspended at the client’s request, or held open without charge. A formal cancellation and a new agreement are required to resume work. 12.2 Where a cancelled service is reinstated within 90 days, a reactivation fee equivalent to one month of the original service charge is payable, plus any setup or onboarding fees that apply to new clients. 12.3 Where reinstatement occurs after 90 days, the client is treated as new and full onboarding fees apply. 12.4 Reinstatement of AI Tool access after cancellation requires a new subscription and may incur a fresh setup fee, as configurations and fine tuning may have been deactivated or deleted under clauses 7.5 and 7.12.
13. Late payment, breach, and suspension 13.1 Invoices unpaid more than 14 days past the due date entitle NXRD to suspend services without further notice, including AI Tool access, hosting, design delivery, and ongoing retainers. 13.2 Suspension does not waive the notice period or any sums due during it. 13.3 Statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 applies to all overdue commercial invoices, together with the statutory compensation and reasonable recovery costs. 13.4 NXRD reserves the right to terminate the agreement immediately for material breach, including non payment beyond 30 days, abusive conduct, misuse of AI Tools, breach of intellectual property, or the client providing access credentials, brand assets, AI configurations, or work product to third parties without consent. 13.5 Termination by NXRD for breach does not relieve the client of any sums owed up to and including the full notice period and any minimum term balances.
14. Client obligations during the notice period 14.1 The client must continue to pay all invoices on time throughout the notice period. 14.2 The client must not obstruct, delay, or interfere with NXRD’s ability to deliver the agreed scope during the notice period. 14.3 The client must not approach, solicit, or directly engage NXRD staff, contractors, or sub suppliers introduced through the engagement, for a period of 12 months from the cancellation date.
15. Disputed charges 15.1 Any disputed invoice or charge must be raised in writing within 7 days of the invoice date. 15.2 Charges not disputed in writing within 7 days are deemed accepted and are payable in full. 15.3 Disputes do not entitle the client to withhold undisputed sums, suspend payment, or cancel outside these terms.
16. Cancellation by NXRD 16.1 NXRD reserves the right to terminate any service at its discretion with 30 days written notice, refunding any prepaid fees relating to undelivered work. 16.2 NXRD reserves the right to terminate immediately without refund where the client is in material breach, becomes insolvent, enters administration, misuses NXRD AI Tools or Design Assets, or engages in conduct that brings NXRD into disrepute.
17. Intellectual property 17.1 All NXRD methodologies, processes, prompt libraries, AI configurations, design templates, code frameworks, and proprietary tools remain the intellectual property of NXRD at all times. 17.2 Client deliverables (Design Assets, website code, content) transfer to the client on full payment, with the exception of items in clauses 6.6, 7.1, and 7.6. 17.3 NXRD reserves the right to display all completed work in its portfolio, case studies, awards submissions, social media, and marketing material unless the client has agreed in writing to a confidentiality carve out before the project begins, which may be subject to an additional fee.
18. Confidentiality and non solicitation 18.1 The client must keep confidential all NXRD proposals, pricing structures, processes, AI configurations, prompt libraries, internal documents, and proprietary methods both during and after the engagement. 18.2 The client must not solicit, hire, or engage any NXRD employee, contractor, or sub supplier introduced through the engagement for a period of 12 months from the cancellation date. Breach of this clause carries a liquidated sum equivalent to 50% of the introduced party’s annual fee.
19. Force majeure 19.1 Neither party is liable for delay caused by events outside reasonable control, including third party AI provider outages, hosting provider failure, or supplier disruption. Force majeure does not relieve the client of payment obligations for work delivered or capacity allocated.
20. Change of ownership 20.1 Where the client undergoes a change of ownership, merger, sale, or restructure, this agreement and all outstanding obligations transfer in full to the new entity. 20.2 Notice of any such change must be given to NXRD in writing within 14 days. 20.3 AI Tool licences are not transferable on change of ownership without NXRD’s prior written consent, which may be subject to a re licensing fee.
21. Survival 21.1 The following clauses survive termination: payment obligations, intellectual property, confidentiality, non solicitation, lien provisions, AI Tool licence restrictions, dispute resolution, and governing law.
22. Governing law and jurisdiction 22.1 These terms are governed by the laws of England and Wales. 22.2 The courts of England and Wales have exclusive jurisdiction over any dispute arising from or connected to these terms.
23. Entire agreement and variation 23.1 These terms, together with any signed proposal or statement of work, form the entire agreement between NXRD and the client and supersede all prior representations. 23.2 No oral variation, side agreement, or informal commitment has any effect. 23.3 NXRD reserves the right to update these terms. Updates apply to new agreements immediately and to existing clients 30 days after written notification. 23.4 If any clause is found unenforceable, the remainder continues in full effect.
A practical note before deploying these. The graphic design and AI Tool clauses now sit alongside the website and hosting provisions and tighten the overall position considerably, particularly clauses 6.5, 7.1, 7.6, 7.10, and 17.1, which keep core IP with NXRD while giving the client clear usage rights once paid. The AI Tool section is the area most likely to evolve quickly, both legally and commercially, so it is worth reviewing annually as third party model providers change their terms, as data protection guidance develops, and as your own AI Tools mature into productised offerings. As before, have a UK commercial solicitor pressure test the document, particularly the liquidated sums, the AI Tool licence restrictions, and the deemed completion clauses, before this goes in front of clients.
Updated March 19th 2026