Terms & Conditions (B2B SaaS)
Last updated: 18 December 2025
These Terms & Conditions (“Terms”) govern your access to and use of the Nexa platform and related services (the “Service”). They apply to business customers only. If you are a consumer, do not use the Service.
1) Who we are
The Service is provided by:
* Legal name: Nexa AI ERP Ltd (“Nexa”, “we”, “us”, “our”)
* Registered office: Unit 17 Orbital 25 Business Park, Dwight Road, Watford, England, WD18 9DA
* Company number: 16863050
* Support email: info@nexaai.co.uk
2) Definitions
* “Customer” / “you”: the business entity accepting these Terms.
* “Authorised Users”: people you permit to use the Service under your account.
* “Order” / “Order Form”: the plan, modules, user count, pricing, term and any special terms you accept (online checkout, written order, or invoice acceptance).
* “Documentation”: user guides, help content, and technical documentation we publish.
* “Customer Data”: data you or your users upload or generate in the Service.
* “Subscription Term”: the period you pay for access (monthly/annual or as stated in the Order).
3) Acceptance and authority
By creating an account, placing an Order, or using the Service, you confirm that:
* you are acting on behalf of a business, and
* you have authority to bind that business to these Terms.
4) Scope of the Service
4.1 What we provide. We provide access to the Service and related support as described in the Order and Documentation.
4.2 Changes to the Service. The Service may evolve over time (features, UI, workflows). We may add, modify or remove features where reasonably necessary (for security, legal compliance, performance, or product improvement). If a change materially reduces core functionality you have paid for, you may contact us and we will use reasonable efforts to remediate or offer a reasonable alternative.
4.3 Third-party services. Some features may rely on third-party services (e.g., payment processors, email delivery, identity providers, cloud infrastructure). Your use of those features may be subject to third parties’ terms.
5) Accounts and access
5.1 Account security. You are responsible for:
* keeping credentials secure,
* ensuring only Authorised Users access your account, and
* all activity under your account.
5.2 Admin controls. You are responsible for setting roles/permissions correctly and keeping them up to date.
5.3 Suspension for risk. We may suspend access (in whole or part) where we reasonably believe there is a security incident, compromise, abuse, unlawful activity, or a breach of these Terms. We will restore access once the issue is resolved.
6) Acceptable use
You and your Authorised Users must comply with the Acceptable Use Policy in Appendix A.
7) Orders, fees, billing, taxes
7.1 Fees. Fees are as set out in the Order. Unless stated otherwise, fees are exclusive of VAT and other taxes and you must pay all applicable taxes.
7.2 Billing and payment. We may bill via card, direct debit, or invoice as stated in the Order. You must keep billing details accurate and current.
7.3 Late payment. If you fail to pay on time we may suspend access until payment is received and charge reasonable costs of recovery. Where applicable, we may charge statutory interest.
7.4 Price changes. We may change prices for future Subscription Terms by giving at least 30 days’ notice. Price changes do not apply mid-term unless you change plan/users/modules or the Order states otherwise.
8) Trials and beta features
8.1 Trials. If a free trial is offered, trial access is provided “as is” and may be limited. Trial conversion to paid access (if applicable) will be described at sign-up.
8.2 Beta/preview. Beta or preview features may be changed or withdrawn and may not be suitable for production use. No uptime/feature guarantees apply to beta features.
9) Term, renewal, cancellation
9.1 Term. These Terms start when you accept them and continue for the Subscription Term.
9.2 Auto-renewal. Subscriptions renew automatically for the same term unless you cancel before renewal or the Order states otherwise.
9.3 How to cancel. You can cancel renewal by using any available account billing controls or by emailing info@nexaai.co.uk with your tenant/account details.
9.4 Effect of cancellation. Cancellation stops future renewals; it does not automatically refund fees already paid for the current term unless required by law or expressly stated in the Order.
10) Refunds
Unless stated in the Order or required by law:
* fees are non-refundable, and
* we do not provide refunds for partial months/unused time.
If we materially breach these Terms and fail to remedy within a reasonable period after written notice, you may be entitled to a pro-rated refund of prepaid fees for the affected period.
11) Support and service availability
11.1 Support. Support scope and channels are as stated in your Order or in any published support policy.
11.2 Availability. We aim to keep the Service available, but we do not guarantee uninterrupted operation. Planned maintenance may occur. Any formal SLA or service credits apply only if agreed in writing in an Order/SLA addendum.
12) Customer Data, privacy and security
12.1 Customer Data ownership. As between you and Nexa, you own (or control) Customer Data. We do not claim ownership of Customer Data.
12.2 Your responsibilities. You are responsible for:
* the legality of Customer Data you upload,
* having appropriate rights/permissions, and
* configuring the Service (roles, retention settings where available) to meet your requirements.
12.3 How we process personal data. Where we process personal data in Customer Data on your behalf, you act as controller and we act as processor, unless otherwise agreed. The Data Processing Addendum in Appendix B applies.
12.4 Security. We maintain technical and organisational measures designed to protect Customer Data. No system is completely secure; you acknowledge residual risk inherent in online services.
12.5 Backups. We may maintain backups for resilience and disaster recovery. Backup retention and restoration capabilities may be limited.
13) Data export and deletion
13.1 Export during subscription. During an active Subscription, you may export Customer Data using available features or by requesting support (where feasible).
13.2 After termination. After your Subscription ends, we may disable access and retain Customer Data for up to 90 days to allow export, unless longer retention is required by law, security needs, dispute resolution, or backups.
13.3 Deletion. After the retention window, we will delete or anonymise Customer Data from active systems in the ordinary course and it will be overwritten from backups on the normal backup cycle.
14) Intellectual property
14.1 Our IP. The Service, Documentation, and all related IP are owned by Nexa (or our licensors). You receive a limited, non-exclusive, non-transferable right to use the Service during the Subscription Term for your internal business purposes.
14.2 Restrictions. You must not:
* copy, modify, or create derivative works of the Service (except to the extent permitted by law),
* reverse engineer or attempt to extract source code (except where legally permitted),
* resell, rent, or provide the Service to third parties as a bureau/service without written consent.
14.3 Feedback. If you provide feedback, we may use it without restriction or obligation.
15) Confidentiality
15.1 Confidential Information. Each party may receive confidential information from the other, including non-public business, technical, pricing, security, and product information.
15.2 Obligations. Each party will use Confidential Information only to perform under these Terms, protect it using reasonable care, and not disclose it except to personnel/contractors who need to know and are bound by confidentiality.
15.3 Exceptions. Confidentiality does not apply to information that is public, already known, independently developed, or lawfully obtained from a third party.
16) Warranties and disclaimers
16.1 Reasonable skill and care. We warrant that we will provide the Service with reasonable skill and care.
16.2 No other warranties (to the extent permitted). Except as stated in 16.1, the Service is provided “as is” and we do not warrant that it will be error-free, uninterrupted, or meet every requirement you may have.
16.3 Customer responsibility for compliance. You remain responsible for your statutory, tax, payroll, regulatory and reporting obligations and for verifying outputs before filing, paying, or acting on them.
17) Limitation of liability
17.1 Non-excludable liability. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.
17.2 Excluded losses. Subject to 17.1, neither party is liable for loss of profits, loss of revenue, loss of business, or indirect or consequential losses.
17.3 Liability cap. Subject to 17.1, each party’s total liability arising out of or in connection with the Service and these Terms is limited to the fees paid (or payable) by you in the 12 months immediately before the event giving rise to the claim.
17.4 Data loss. We are not responsible for loss of data caused by factors outside our reasonable control (including your configuration, user actions, third-party integrations, or internet failures). You should maintain appropriate internal controls and exports where necessary.
18) Indemnity (Customer Data and use)
You will indemnify and hold Nexa harmless from third-party claims arising from Customer Data or your use of the Service that infringes third-party rights or violates law or these Terms, except to the extent caused by Nexa’s breach.
19) Termination
19.1 Termination for cause. Either party may terminate these Terms immediately by written notice if the other party materially breaches and fails to remedy within 30 days after written notice, or becomes insolvent/unable to pay debts as they fall due.
19.2 Effect of termination. On termination, your right to access the Service ends, fees owed become immediately due, and the sections that should survive (IP, confidentiality, liability, dispute resolution) remain in effect.
20) Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control (including outages of cloud providers, network failures, industrial disputes, or governmental actions).
21) Changes to these Terms
We may update these Terms by publishing a new version on our website. If changes are material, we will provide notice (for example by email or in-app). Continued use after the effective date constitutes acceptance of the updated Terms.
22) Notices
Notices must be in writing. Notices to Nexa must be sent to info@nexaai.co.uk or by post to:
Nexa AI ERP Ltd
Unit 17 Orbital 25 Business Park, Dwight Road, Watford, England, WD18 9DA
Notices to you will be sent to the billing/admin email address on your account unless the Order specifies another method.
23) Assignment
You may not assign or transfer these Terms without our written consent. We may assign these Terms as part of a merger, acquisition, corporate reorganisation, or sale of assets.
24) Governing law and jurisdiction
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, unless otherwise required by law.
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Appendix A — Acceptable Use Policy
You must not, and must ensure Authorised Users do not:
1. Use the Service for unlawful, harmful, or fraudulent purposes.
2. Upload or transmit malware, exploits, or malicious code.
3. Attempt to access accounts, systems, or data you are not authorised to access.
4. Interfere with or disrupt the Service (including excessive requests, scraping that degrades performance, or denial-of-service).
5. Probe, scan, or test vulnerabilities without written permission.
6. Upload content that infringes IP rights, privacy rights, or confidentiality obligations.
7. Use the Service to store or process highly sensitive regulated data unless expressly agreed in writing and appropriately configured.
8. Share credentials outside your organisation or misrepresent identity/authority.
We may suspend access for violations to protect the Service and other customers.
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Appendix B — Data Processing Addendum (DPA)
This Appendix applies where Nexa processes personal data in Customer Data on your behalf.
B1) Roles
* You are the controller.
* Nexa is the processor.
B2) Processing details
* Subject matter: provision and operation of the Service.
* Duration: Subscription Term plus post-termination retention window (Section 13).
* Nature/purpose: hosting, storage, processing and display of Customer Data; authentication and access control; audit logging; support; incident response; service improvement (using operational telemetry, not your confidential business content unless you ask us to investigate a specific issue).
* Categories of data subjects: your employees, contractors, customers, suppliers, and other individuals whose data you upload.
* Types of personal data: names, emails, usernames, roles/permissions, audit logs, business contact details, transactional metadata, and any other personal data you choose to upload (including HR/payroll data if you use those modules).
B3) Controller obligations
You warrant that you have a lawful basis to process and share the personal data with Nexa, provide any required privacy notices, and ensure your instructions comply with applicable law.
B4) Processor obligations
Nexa will:
1. process personal data only on your documented instructions (including these Terms and your configuration/use of the Service);
2. ensure personnel are bound by confidentiality;
3. implement appropriate technical and organisational measures designed to protect personal data;
4. notify you without undue delay after becoming aware of a personal data breach affecting Customer Data, where required by law;
5. assist (where reasonably possible) with data subject requests and regulatory obligations, taking into account the nature of processing;
6. delete or return personal data at the end of the Service as set out in Section 13, subject to legal retention requirements;
7. make available information reasonably necessary to demonstrate compliance, proportionate to risk and subject to confidentiality and security requirements.
B5) Sub-processors
You authorise Nexa to use sub-processors for hosting, email delivery, monitoring, analytics, and support tooling as needed to provide the Service. Nexa will ensure sub-processors are bound by written obligations at least as protective as this DPA and remains responsible for their performance of those obligations.
B6) International transfers
If personal data is transferred outside the UK/EEA, Nexa will ensure an appropriate transfer mechanism is in place (for example, SCCs/UK Addendum or another lawful mechanism).
B7) Audits
If you require compliance evidence, you may request reasonable audit information. Any on-site audit must be agreed in advance, limited in scope, and subject to confidentiality and security requirements. Nexa may provide third-party security reports or written attestations where appropriate as an alternative to on-site audits.