Terms of Service
Engagement terms, liability, and legal provisions
This document is a template and should be reviewed by legal counsel before launch.
Effective Date: [Launch Date]
These Terms of Service (“Terms”) govern the relationship between nuen (“we,” “us,” or “our”) and any company or individual (“Client” or “you”) that engages our services. By engaging nuen for engineering services, you agree to be bound by these Terms.
These Terms apply to all engagements unless superseded by a separately executed Master Services Agreement (MSA) or Statement of Work (SOW). In the event of a conflict between these Terms and a signed MSA or SOW, the MSA or SOW shall prevail.
1. Service Description
1.1 Nature of Services
nuen provides fractional engineering services, staff augmentation, and fractional CTO/technical leadership to client companies ("Clients"). We operate as a staffing passthrough, connecting Clients with qualified independent contractors from our vetted network. nuen is not an employer of the contractors placed with Clients, nor does nuen serve as a joint employer. Contractors engaged through nuen maintain their independent contractor status at all times.
1.2 Service Scope
Our services include, but are not limited to: fractional CTO and technical leadership, senior engineering staff augmentation, AI-assisted development team support, architecture review and technical advisory, and engineering team scaling solutions. The specific scope of services for each engagement is defined in the applicable Statement of Work ("SOW") agreed upon between nuen and the Client.
1.3 No Employment Relationship
nuen does not create an employment relationship between the Client and any contractor. Contractors are not employees of nuen or the Client. Clients are responsible for the day-to-day direction of contractor work within the scope of the SOW, but nuen retains responsibility for contractor vetting, payment, and administrative matters.
2. Engagement Terms
2.1 Minimum Engagement Period
All staff augmentation engagements require a minimum commitment of three (3) months from the start date. This minimum period ensures adequate time for contractor onboarding, integration with the Client's team, and meaningful contribution to project deliverables. Fractional CTO engagements may have different minimum terms as specified in the applicable SOW.
2.2 Payment Terms
Clients are invoiced on a bi-weekly or monthly basis, as specified in the SOW. Payment is due within fifteen (15) days of invoice date unless otherwise agreed in writing. nuen uses transparent cost-plus pricing: the contractor's rate plus nuen's clearly disclosed margin. All rates and margins are disclosed upfront before engagement begins.
2.3 Late Payment
Invoices not paid within the agreed payment terms will accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. nuen reserves the right to suspend services if payment is more than thirty (30) days overdue, upon providing five (5) business days' written notice.
2.4 Replacement Guarantee
If a contractor is not meeting performance expectations, nuen will provide a replacement within five (5) business days of receiving written notice from the Client. The Client will not be billed for the replacement contractor's first week during the transition period. This guarantee applies to all active engagements within the minimum engagement period.
3. Limitation of Liability
3.1 Limitation of Damages
To the maximum extent permitted by applicable law, nuen's total aggregate liability for any and all claims arising out of or related to these Terms or any engagement shall not exceed the total fees paid by the Client to nuen during the six (6) month period immediately preceding the event giving rise to the claim.
3.2 Exclusion of Consequential Damages
In no event shall nuen be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or business interruption, regardless of the cause of action or the theory of liability, even if nuen has been advised of the possibility of such damages.
3.3 No Warranty
Services are provided "as is" and "as available." nuen makes no warranties, express or implied, regarding the services, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. While nuen carefully vets all contractors, we do not guarantee specific outcomes, deliverables, or results from any engagement.
3.4 Client Responsibilities
Clients are responsible for providing contractors with adequate access to systems, tools, and information necessary to perform the services described in the SOW. Delays or failures resulting from the Client's failure to provide necessary access or information shall not constitute a breach by nuen.
4. Intellectual Property
4.1 Client Ownership of Work Product
All work product, including but not limited to source code, documentation, designs, architectures, and other deliverables created by contractors during the course of an engagement, shall be the sole and exclusive property of the Client. nuen and its contractors hereby assign to the Client all right, title, and interest in and to such work product, including all intellectual property rights therein.
4.2 Pre-Existing Materials
Notwithstanding Section 4.1, each party retains all rights in any pre-existing intellectual property, tools, frameworks, or materials that it owned prior to the engagement. If a contractor incorporates any pre-existing materials into work product, the Client is granted a non-exclusive, perpetual, royalty-free license to use such pre-existing materials solely as part of the delivered work product.
4.3 Open Source
If any work product incorporates open source software, the contractor will identify such open source components and their applicable licenses. The Client acknowledges that open source components are subject to their respective license terms, which may impose obligations on the Client's use, modification, and distribution of such components.
4.4 nuen Methodologies
nuen retains all rights to its proprietary methodologies, processes, tools, and know-how used in providing services. Nothing in these Terms transfers ownership of nuen's proprietary business methods to the Client.
5. Confidentiality
5.1 Definition of Confidential Information
Confidential Information means any non-public information disclosed by either party to the other, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to business plans, source code, technical data, trade secrets, customer lists, financial information, and the terms of any SOW.
5.2 Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted herein or with prior written consent; (c) use Confidential Information only for the purposes of performing obligations under these Terms; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
5.3 Exceptions
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
5.4 Required Disclosures
A party may disclose Confidential Information if required by law, regulation, or court order, provided that the disclosing party gives the other party prompt written notice (to the extent permitted by law) and cooperates with efforts to obtain protective treatment of the information.
5.5 Duration
Confidentiality obligations under this section shall survive termination of these Terms and continue for a period of three (3) years following the termination or expiration of the applicable engagement, or for as long as the information remains confidential, whichever is longer.
6. Dispute Resolution
6.1 Governing Law
These Terms and any disputes arising out of or related to these Terms or any engagement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.
6.2 Informal Resolution
Before initiating any formal dispute resolution proceeding, the parties agree to first attempt to resolve any dispute informally by sending written notice to the other party describing the nature of the dispute and the relief sought. The parties shall negotiate in good faith for a period of thirty (30) days from receipt of such notice.
6.3 Arbitration
If the parties are unable to resolve a dispute through informal negotiation, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, before a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
6.4 Jurisdiction
For any disputes not subject to arbitration, or for enforcement of an arbitration award, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.
6.5 Equitable Relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
7. Termination
7.1 Termination for Convenience
After the minimum engagement period, either party may terminate an engagement by providing thirty (30) days' written notice to the other party. During the notice period, services will continue and all payment obligations remain in effect.
7.2 Termination for Cause
Either party may terminate an engagement immediately upon written notice if the other party: (a) materially breaches these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets; or (c) engages in fraud, gross negligence, or willful misconduct.
7.3 Early Termination During Minimum Period
If the Client terminates an engagement during the minimum engagement period without cause, the Client shall pay nuen a termination fee equal to the remaining fees that would have been due for the balance of the minimum engagement period, calculated based on the average monthly billing during the engagement.
7.4 Effects of Termination
Upon termination: (a) the Client shall pay all fees for services rendered through the effective date of termination; (b) each party shall return or destroy all Confidential Information of the other party; (c) all licenses granted to the Client in completed work product shall survive termination; and (d) the provisions regarding Confidentiality, Limitation of Liability, Intellectual Property, and Dispute Resolution shall survive termination.
7.5 Transition Assistance
Upon request, nuen will provide reasonable transition assistance for up to two (2) weeks following the effective date of termination to ensure a smooth handoff of ongoing work. Transition assistance is billed at the standard engagement rate.
8. Non-Solicitation
8.1 Non-Solicitation Period
During the term of any engagement and for a period of twelve (12) months following its termination, the Client agrees not to directly solicit, recruit, or hire any contractor introduced by nuen without nuen's prior written consent. This restriction applies only to contractors that were introduced to the Client through nuen.
8.2 Conversion Fee
If the Client wishes to hire a contractor introduced by nuen as a direct employee or independent contractor, nuen will facilitate such a transition for a conversion fee as specified in the applicable SOW or as mutually agreed upon in writing.
9. Indemnification
9.1 Client Indemnification
The Client agrees to indemnify, defend, and hold harmless nuen and its officers, directors, employees, and contractors from any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use of the work product; (b) the Client's breach of these Terms; or (c) the Client's negligence or willful misconduct.
9.2 nuen Indemnification
nuen agrees to indemnify, defend, and hold harmless the Client from any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) nuen's material breach of these Terms; (b) any claim that nuen's proprietary methodologies infringe a third party's intellectual property rights; or (c) nuen's gross negligence or willful misconduct.
10. General Provisions
10.1 Entire Agreement
These Terms, together with any applicable SOW, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
10.2 Amendments
These Terms may only be amended by a written instrument signed by both parties. No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party.
10.3 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
10.4 Assignment
Neither party may assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
10.5 Force Majeure
Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, labor disputes, or failures of third-party infrastructure or services.
10.6 Notices
All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent by email to the address specified in the applicable SOW or to such other address as may be designated by a party in writing.
11. Changes to These Terms
We reserve the right to update or modify these Terms at any time. We will notify existing Clients of any material changes via email at least thirty (30) days prior to the changes taking effect. Continued use of our services after such notice constitutes acceptance of the modified Terms. The most current version of these Terms is always available on our website.
12. Contact Information
If you have any questions about these Terms of Service, please contact us at:
Email: privacy@nuen.co
We will respond to all inquiries within a reasonable timeframe.