Terms of Service

Eligibility to use services

To contract with NexaTsoft you must have capacity to enter into binding agreements and be authorized to act on behalf of any entity you represent. Our services are intended for business users; by engaging NexaTsoft you confirm you are acting in a professional or commercial capacity.

Users must be at least 18 years old or meet the age of majority in their jurisdiction to enter into contracts with NexaTsoft on behalf of a business or organization.

You agree to use NexaTsoft services in compliance with applicable laws and regulations. You will not use our services for activities that are illegal, fraudulent or infringe the rights of others.

Access to certain NexaTsoft services may be restricted in some jurisdictions due to export controls, activity sanctions or local regulations. It is your responsibility to ensure lawful access and compliance with local rules.

Account and access

Where NexaTsoft provides account credentials or access to client portals, those credentials are issued to the contracting party. Accounts enable collaboration, project tracking and delivery of services.

You must provide accurate, complete and current information for account registration and project intake. Timely updates to contact and billing details are your responsibility.

Protect account credentials and restrict access to authorized personnel only. Notify NexaTsoft promptly if you suspect unauthorized access or a security incident related to your account.

Accounts and associated credentials are non-transferable without prior written consent from NexaTsoft. Any attempted transfer without consent may be suspended.

If you believe your account has been compromised, notify NexaTsoft immediately via the contact details provided. We will work with you to secure the account and contribute the incident.

NexaTsoft may suspend access to services for legitimate reasons such as security incidents, non-payment, or breach of these terms. Suspension does not waive any fees owed under an agreement.

Service scope and delivery

Service deliverables, timelines and acceptance criteria will be defined in statements of work, proposals or service agreements. NexaTsoft provides services using industry-standard practices and documented processes tailored to each engagement.

Change requests that affect scope, timeline or cost will be managed through written change control procedures. NexaTsoft will provide estimates and require written client approval prior to implementing significant changes.

NexaTsoft aims to maintain availability of hosted solutions and project support, but availability may be affected by maintenance windows, third-party dependencies or force majeure events. Service levels, if any, will be set out in the applicable agreement.

User rules and acceptable use

When using NexaTsoft services and platforms, you agree to the following conduct requirements to protect systems, data and other users.

• Do not attempt to gain unauthorized access to systems, data or accounts.
• Do not upload malicious code or content that could harm services or other users.
• Respect intellectual property rights and do not submit content you do not own or have the right to use.
• Comply with all applicable export, import and activity control laws.
• Provide truthful information during onboarding and project delivery.
• Use NexaTsoft systems only for lawful business purposes consistent with service agreements.
• Cooperate with security reviews and incident responses as reasonably requested by NexaTsoft.

User content and inputs

Clients may provide data, documents, specifications and other materials ('User Content') necessary for NexaTsoft to deliver services. Clear designation of sensitive data and handling instructions should accompany such content.

You retain ownership of User Content you provide to NexaTsoft. NexaTsoft acquires only the licenses necessary to perform the agreed services and to operate and maintain delivered solutions.

By submitting User Content, you grant NexaTsoft a non-exclusive, worldwide, royalty-free license to use, reproduce and modify that content solely for the purpose of delivering the contracted services, including testing and maintenance.

You are responsible for the accuracy, legality and rights clearance of User Content. NexaTsoft is not responsible for unlawful or infringing content supplied by clients.

NexaTsoft may remove User Content that violates these terms or applicable law. We will provide notice to the client and, where feasible, an opportunity to remedy the issue.

Intellectual property

Unless otherwise agreed in writing, intellectual property created by NexaTsoft in the course of providing services remains the property of NexaTsoft until agreed contractual transfers are completed. Background IP owned by either party remains with that party.

• Do not reproduce or redistribute NexaTsoft proprietary software without authorization.
• Respect activity and branding guidelines when referencing NexaTsoft materials.
• Use licensed third-party components in accordance with their license terms; notify NexaTsoft of any licensing restrictions that affect deliverables.

Paid services and billing

Paid services include bespoke development, managed automation, hosting and support as specified in a statement of work or service agreement. Fees, billing cycles and invoicing terms are set out in the applicable agreement.

Pricing is based on the scope, resources and timelines agreed in proposals or statements of work. Estimates provided during scoping are subject to change if requirements evolve.

Payments must be made according to the invoicing schedule. Acceptable payment methods will be specified in the invoice. Late payments may incur interest or suspension of services in accordance with the agreement.

Subscription services are billed on the recurring schedule stated in the agreement. Renewal terms and cancellation rights will be provided in the subscription documentation.

Refunds, if any, are handled according to the terms of the applicable agreement. NexaTsoft evaluates refund requests against delivered milestones, work performed and contractual provisions.

Cancellation of services is subject to the notice and termination provisions in your agreement. Fees for work completed up to the effective termination date remain payable.

Clients are responsible for all applicable taxes, duties or levies associated with the purchase of NexaTsoft services, unless otherwise specified in writing.

NexaTsoft may adjust pricing for services upon notice where permitted by the agreement or to reflect materially changed costs for third-party components.

Non-payment may result in suspension of services, withholding of deliverables or pursuit of collections. NexaTsoft will provide notice and an opportunity to cure non-payment where feasible.

Disclaimer

Except as expressly stated in a signed agreement, NexaTsoft provides services on an as-is basis. We make reasonable efforts to deliver professional services using documented processes and experienced personnel, but all technical outputs depend on client inputs, environment and third-party components.

Limitation of liability

To the extent permitted by applicable law, NexaTsoft's aggregate liability for claims arising from services is limited to amounts paid by the client for the specific services giving rise to the claim during the 12 months preceding the claim. NexaTsoft is not liable for consequential, incidental or punitive damages except as required by law.

Third-party services

Services may incorporate third-party software, tools or cloud providers. Use of third-party services is subject to their terms and NexaTsoft disclaims responsibility for third-party actions, outages or changes beyond our contractual control.

Termination and suspension

Either party may terminate services as allowed under the agreement. NexaTsoft may suspend or terminate services for material breach, non-payment or where continued performance would violate law or third-party obligations.

Upon termination, outstanding fees and expenses remain payable. NexaTsoft will provide transition assistance where agreed; client obligations to remove NexaTsoft property and settle accounts survive termination.

Privacy and data protection

Handling of personal data is described in our privacy policy. Clients must ensure they have lawful bases and necessary consents for personal data provided to NexaTsoft and cooperate with data protection requirements in performance of services.

Communications

NexaTsoft will communicate with clients using the contact details provided during onboarding. Notices required by these terms will be delivered via email or postal mail as specified in the governing agreement.

Changes to terms

NexaTsoft may update these Terms of Service for operational or legal reasons. Material changes will be communicated to clients in advance where feasible and will not apply retroactively to existing signed agreements unless mutually agreed.

Governing law

These terms are governed by the laws applicable to the contract between NexaTsoft and the client. Unless otherwise agreed, disputes will be resolved under the governing law specified in the contract.

Dispute resolution

Parties will attempt to resolve disputes through good-faith negotiations. If disputes cannot be resolved amicably, they may be referred to mediation or arbitration as set out in the contract, or to competent courts if required.