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Terms of Use

Effective Date: January 1, 2026

Last Updated: January 2026

These Terms and Conditions (“Terms”) govern the relationship, digital services, and agreements between NEXTOP TECH LLC, a registered Limited Liability Company in the State of Wyoming (“NEXTOP TECH,” “we,” “us,” or “our”), and the entity or individual purchasing our services (“Client,” “you,” or “your”).

By accepting a quote, making a payment, signing an agreement, or accessing our services, you agree to be bound by these Terms and our Privacy Policy.

1. Scope of Services,Quotations, and Variations
  • Cost Estimations: All project estimates, proposals, and quotes are based on NEXTOP TECH’s understanding of your business requirements and the agreed-upon project scope. Any request for modifications, scope expansions, or additional features (including minor post-agreement improvements) may result in additional billable hours or adjusted project fees.
  • Acceptance of Terms: A proposal or quotation is officially accepted—and a binding agreement formed—when the Client provides written confirmation via email, executes a digital signature, pays a setup fee, or submits the first milestone payment. Verbal agreements are not considered binding for project scope adjustments.
  • Client Responsibility for Accuracy: The Client is solely responsible for verifying that all technical specifications, design assets, and functional expectations are accurately detailed in the scope of work prior to project kickoff. NEXTOP TECH is not responsible for project delays or cost overruns resulting from a Client’s failure to communicate essential requirements in a timely manner.
  • Good Faith & Project Complexity: NEXTOP TECH operates in good faith, relying entirely on the information provided by the Client at the time of quoting. Should hidden technical complexities or pre-existing server errors arise that were not disclosed by the Client, NEXTOP TECH reserves the right to adjust the project timeline and billing.
2. Timelines, Materials, Delays, and Abandoned Projects
  • Asset and Content Submission: To maintain project schedules, the Client must deliver all requested text, images, brand assets, hosting credentials, and integration logins within fourteen (14) calendar days of project kickoff. Delays in asset submission will directly extend the estimated project completion date.
  • Website Acceptance Period (Deemed Approval): Upon completion of a milestone or presentation of a staging site, the Client has fourteen (14) calendar days to submit a consolidated feedback list or request revisions. If no feedback or written response is received within fourteen (14) calendar days, the deliverable/project will be automatically deemed accepted and approved in full, and any remaining milestone balances will become immediately due.
  • Abandoned Projects: If a Client fails to respond, provide assets, or give feedback for sixty (60) or more consecutive days, the project will be officially classified as Abandoned and Closed. All deposited funds will be forfeited to cover allocated resources and lost scheduling space. To reopen an Abandoned Project, the Client must pay a non-negotiable Reactivation Fee of $250 plus any updated service rates.
3. Website Design and Development Terms
  • Staging Server Review: Prior to launching, migrating, or deploying a completed website, NEXTOP TECH will host the website on a secure staging server for the Client’s review.
  • Written Client Sign-Off: The Client must conduct a thorough review of the staging site and provide formal, written sign-off (via email or digital signature) confirming that all structural, functional, visual, and textual elements are approved and completed to their satisfaction.
  • Deployment & Launch Restrictions: Under no circumstances will NEXTOP TECH migrate, transfer, publish live, or deliver credentials for any custom-developed website or application until the final project invoice has completely cleared.
  • Intellectual Property Transfer: Upon receipt of final payment and execution of written sign-off, NEXTOP TECH transfers unrestricted rights to the Client to use, modify, and publish the website’s front-end design, custom written copy, and images. NEXTOP TECH retains all ownership and proprietary rights over its pre-existing codebase, custom scripts, internal database structures, and proprietary development workflows used to build the asset.
4. Google Business Profile (GBP) & Local SEO Terms
  • Access Requirements: To perform local optimization, the Client must grant NEXTOP TECH secure, manager-level access to their verified Google Business Profile. NEXTOP TECH is not liable for project or ranking delays caused by a Client’s failure to provide this access.
  • Account Suspensions and Penalties: NEXTOP TECH optimizes profiles strictly in accordance with Google’s current guidelines. However, Google retains absolute control over its platform. NEXTOP TECH is not responsible or liable if Google issues a soft suspension, hard suspension, or listing penalty due to search engine algorithm updates, user-generated spam reviews, competitive flagging, or pre-existing profile violations. Reinstatement services or appeal submissions requested by the Client may be subject to additional billable fees.
5. Search Engine Optimization (SEO) Terms
  • Algorithmic Fluctuations: Technical and on-page SEO services are performed according to search engine best practices. Because search engines (such as Google) continuously update their ranking algorithms, NEXTOP TECH does not guarantee specific, permanent keyword rankings, specific traffic volumes, or local map-pack placements.
  • Prior Domain Actions: NEXTOP TECH is not responsible for drops in organic rankings, traffic losses, or domain penalties resulting from prior optimization attempts, algorithmic updates, or manual actions triggered by black-hat techniques previously applied to the domain by the Client or third parties.
  • Client Modifications: Once SEO optimization is complete, any structural, code, or content modifications made to the website by the Client or an unapproved third party that override or break the implemented SEO framework will void performance assessments and require additional billable hours to correct.
6. AI Receptionist, Automation & Virtual Support Services
  • AI Setup Fees: Custom training, testing, latency optimization, and system integration for AI or automation systems require a one-time setup fee. Because development and engineering begin immediately upon payment, this setup fee is strictly non-refundable.
  • Recurring Retainers: Monthly recurring plans (including technical support hours, automation maintenance, and AI hosting retainers) are billed in advance.
  • Hours and Delivery: Allocated support hours are assigned on a monthly basis. Unused monthly hours do not roll over to subsequent months unless explicitly agreed upon in a signed, written addendum.
7. Confidentiality & Non-Disclosure

Both NEXTOP TECH LLC and the Client agree that all technical, business, financial, customer, and proprietary information disclosed during the negotiation or execution of services shall be treated as strictly confidential. Neither party shall disclose, publish, or reveal any confidential information to any third party without the express prior written consent of the disclosing party, except as required by law or to trusted contractors/partners under equivalent non-disclosure obligations.

8. Payments, Refunds, and Invoicing Policies
  • Payment Terms: All invoices are due upon receipt. Project milestones must be paid in full before work commences on the subsequent phase.
  • Refund Policy:
    • Non-Refundable Payments: Initial deposits, setup fees, discovery costs, retainer payments, and domain/hosting purchases are 100% non-refundable, as they immediately cover engineering labor, server space, and operational overhead.
    • Milestone Refunds: Refunds are not granted for completed project milestones or work that has already received written or deemed approval.
    • Cancellation Prior to Launch: If a Client cancels a project prior to completion, NEXTOP TECH will bill for all labor hours expended up to the written cancellation notice date at our standard rate of $50/hour. If the initial deposit exceeds the labor cost, no refund is provided; if labor costs exceed the deposit, the Client must pay the outstanding balance immediately.
  • The “Work Stops” Clause: If the Client fails to pay any milestone invoice or monthly recurring subscription within five (5) business days of its due date, all active development, SEO optimization, and campaign execution will pause immediately.
  • Late Fees: Outstanding balances not settled within seven (7) calendar days of the invoice date will be subject to a 5% late fee. An additional 5% late fee will accumulate every thirty (30) days thereafter until the balance is paid in full.
9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall NEXTOP TECH LLC, its officers, directors, employees, partners, or contractors be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including but not limited to loss of profits, loss of business revenue, loss of data, business interruption, search engine ranking drops, or security breaches caused by third-party software or hosting platforms.

NEXTOP TECH LLC’s total aggregate liability for any and all claims arising out of or related to these Terms or our services shall not exceed the total monetary amount actually paid by the Client to NEXTOP TECH LLC for the specific service giving rise to the claim.

10. Warranty Disclaimer

All services, software builds, digital strategy, and deliverables provided by NEXTOP TECH LLC are rendered on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, or statutory.

NEXTOP TECH LLC explicitly disclaims all warranties, including but not limited to:

  • No Guarantee of Google Rankings: We do not guarantee specific search engine placements, local map-pack positions, or organic traffic numbers.
  • No Guarantee of Uninterrupted Hosting: We do not guarantee continuous, error-free, or uninterrupted website availability or third-party server uptime.
  • No Guarantee of Increased Sales: We do not guarantee sales growth, lead generation targets, or business revenue increases.
  • No Guarantee of Absolute Compatibility: We do not warrant that deliverables will be fully compatible with all past or future third-party software, browser updates, or server environment changes.
11. Termination Policy
  • Termination by Client: The Client may terminate an active project or service agreement at any time by providing written notice to NEXTOP TECH LLC. Upon termination by the Client, all outstanding, unpaid invoices and fees for work completed up to the date of notice become immediately payable. Initial deposits and completed milestone fees remain non-refundable.
  • Termination by Company: NEXTOP TECH LLC reserves the right to suspend or terminate services immediately upon written notice if the Client:
  1. Fails to pay any overdue balance within five (5) business days of notice.
  2. Commits a material breach of these Terms (including abusive communication, failure to supply required assets, or unauthorized payment chargebacks).
  3. Enters insolvency, bankruptcy, or receivership.
  • Post-Termination Asset Ownership: Upon termination, any unpaid work files, draft designs, custom scripts, or pending deliverables remain the exclusive intellectual property of NEXTOP TECH LLC until all outstanding accounts are paid in full.
12. Force Majeure

Neither NEXTOP TECH LLC nor the Client shall be held liable or deemed in breach of these Terms for any failure or delay in fulfilling performance obligations (excluding payment obligations) if such failure or delay is caused by events beyond reasonable control (“Force Majeure Events”).

Force Majeure Events include, but are not limited to: acts of God, natural disasters, floods, fires, global pandemics, power grid failures, major internet backbone outages, targeted cyberattacks, labor disputes, acts of war, terrorism, or governmental restrictions/mandates. In the event of a Force Majeure occurrence, affected project timelines shall be extended for a period equal to the duration of the disruption.

13. Indemnification & Content Warranty

The Client guarantees that all materials, graphics, text, logos, trademarks, and media assets supplied to NEXTOP TECH are either legally owned by the Client or that the Client holds explicit permissions/licenses from the rightful owner.

Indemnification Clause: The Client agrees to defend, indemnify, hold harmless, and reimburse NEXTOP TECH, its officers, directors, employees, contractors, and agents against any and all legal claims, damages, liabilities, costs, losses, or expenses (including reasonable attorney fees) arising out of or related to:

  1. Any legal or copyright infringement claim stemming from assets, images, text, or logos provided by the Client.
  2. The Client’s breach of any applicable laws, consumer protection rules, or third-party rights.
  3. Products or services sold on the Client’s website or e-commerce platform.
14. Portfolio Rights & Marketing

Unless explicitly prohibited by a mutually signed Non-Disclosure Agreement (NDA), NEXTOP TECH reserves the unrestricted right to:

  1. Display completed websites, design assets, UI/UX mocks, and project outcomes on our official website, social media, promotional materials, and public agency portfolio.
  2. Place a small, professional credit link in the website footer (e.g., “Designed & Developed by NEXTOP TECH”) linking back to our website. The Client may request removal of this credit link for a one-time White-Label Fee.
15. Backups, Data Recovery, and Accessibility (ADA) Disclaimers

Backup & Data Recovery Disclaimer: NEXTOP TECH is not responsible for website backups, server data corruption, file loss, or security breaches once a project is handed over, unless the Client is enrolled in an active, paid NEXTOP TECH Website Maintenance Agreement. Clients managing their own hosting must independently maintain off-site backups.

Accessibility (ADA) Disclaimer: NEXTOP TECH applies standard accessibility design principles; however, we do not guarantee or warrant full compliance with the Americans with Disabilities Act (ADA), Web Content Accessibility Guidelines (WCAG), or regional accessibility laws unless ADA compliance testing/remediation is explicitly itemized, scoped, and paid for within a written Statement of Work (SOW). The Client accepts full responsibility for legal compliance related to website accessibility standards.

16. Billing Disputes and Merchant Protections

Resolution Process: In the event of a billing discrepancy, error, or dissatisfaction, the Client agrees to contact NEXTOP TECH directly at contact@nextoptech.com to seek an amicable resolution prior to contacting their financial institution, bank, or credit card issuer.

Chargeback Defense Policy: By issuing written/deemed sign-off or authorizing a payment, the Client explicitly acknowledges that services have been successfully rendered and received. Initiating an unauthorized chargeback or payment dispute for services fully rendered constitutes a material breach of these Terms, and NEXTOP TECH reserves the right to seek full recovery of disputed funds, processing fees, collection fees, and legal expenses.

17. Dispute Resolution & Informal Negotiations
  • Informal Resolution: In the event of any controversy, claim, or dispute arising out of or relating to these Terms or the services provided, both parties agree to first attempt in good faith to resolve the matter through informal negotiations for a minimum period of thirty (30) calendar days after written notice of the dispute is provided.
  • Binding Arbitration: If the dispute cannot be resolved through informal negotiations, it shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (AAA). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and legal expenses unless the arbitrator rules otherwise.
18. Governing Law, Jurisdiction, and Electronic Signatures
  • Wyoming LLC Jurisdiction: NEXTOP TECH LLC is a registered corporate entity in the State of Wyoming. These Terms shall be governed by, interpreted, and enforced in accordance with the laws of the State of Wyoming, USA, without giving effect to conflict of law principles.
  • Exclusive Venue: Any legal suit, court proceedings, or arbitration hearings shall be instituted exclusively in the federal or state courts located in Sheridan County, Wyoming, and both parties submit to the exclusive jurisdiction of such courts.
  • Electronic Signatures & Notices: Both parties agree that electronic signatures, digital acceptances, click-through approvals, and formal email communications carry the same full legal validity, enforceability, and weight as physical handwritten signatures under the US E-SIGN Act and state digital contract guidelines.
19. Hosting, Testing, and Third-Party Platforms
  • Technical Testing Environment: Custom websites developed by NEXTOP TECH are tested for compatibility across the latest stable releases of major web browsers (Chrome, Firefox, Safari, Edge) on desktop and standard mobile OS environments (iOS, Android).
  • Third-Party Hosting Exclusions: Hosting fees are not included unless explicitly stated. If the Client manages their own server, they must provide full root/cPanel access. NEXTOP TECH is not liable for server crashes, plugin conflicts, database corruption, or latency caused by third-party hosting providers.
  • Third-Party Dependencies: Our builds may utilize open-source platforms (WordPress), e-commerce systems (Shopify), and third-party APIs/plugins. NEXTOP TECH is not liable for sudden service disruptions, compatibility failures, or licensing fee changes enacted by third-party software developers or platform operators.
20. Miscellaneous: Assignment, Survival, Severability & Entire Agreement
  • Privacy Policy Reference: Your use of our website and services is also governed by our Privacy Policy, available at https://nextoptech.com/privacy-policy, which is hereby incorporated into these Terms by reference.
  • Assignment Clause: Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that NEXTOP TECH LLC may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
  • Survival Clause: Sections relating to Payments, Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution shall survive termination of these Terms.
  • Entire Agreement: These Terms, together with any signed SOW or official invoice issued by NEXTOP TECH, represent the entire legal agreement between the parties and supersede all prior verbal or written understandings, promises, or representations.
  • Severability: If any individual provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full legal force and effect.
  • No Waiver: A failure or delay by NEXTOP TECH to enforce any right or clause in these Terms shall not operate or be construed as a waiver of our right to enforce that provision or any other provision in the future.
21. Contact Information

If you have any questions, legal notices, or inquiries regarding these Terms and Conditions, please contact us through our official channels:

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