Terms of Service

Definitions

Key Terms

In this Agreement, the terms below are defined as follows:

Description of the Services

Article 1.1 — Scope of this Agreement and NexusCore's position

This Agreement provides a general description of the Services that NexusCore provides to you, enabling your Organisation to connect systems, simplify operations, and build a reliable digital foundation. NexusCore provides a more detailed description of its specific features, integrations, and capabilities in its published documentation, APIs, and additional resources made available on our website or through your Dashboard.

NexusCore is a software solutions provider and is not responsible for the products, services, or business decisions made by the Organisation using the Platform. NexusCore acts as a technical service provider delivering software tooling to support the Organisation's operations.

Registration with NexusCore

Article 2.1 — Registration Process

NexusCore's Services are available only to legal entities and organisations acting in a business capacity, and explicitly not to individuals acting in a personal, family, or household capacity. You must register with NexusCore before you can use our Services. You register by creating an Account.

During the registration process, NexusCore will request information including the name of your organisation, its trading name (if applicable), address details, email address, telephone number, and any other information that we may reasonably request. You must also provide information about the persons authorised to act on behalf of your Organisation.

You represent, warrant, and undertake that all information you provide to NexusCore is accurate, complete, and truthful, and that you will update your registration information promptly upon any change. You must inform NexusCore without delay of any changes to your corporate name, structure, or the nature of your business activities. NexusCore may suspend your Account or terminate this Agreement if you fail to keep this information current or fail to provide requested information promptly.

You register using a valid email address and must choose a secure password. This password is strictly personal and may not be shared. You are exclusively responsible for any damage or loss arising from misuse of your credentials, and must notify NexusCore of any loss, theft, or suspected misuse without delay.

Article 2.2 — Platform Profiles

You are required to accurately configure your Organisation's profile within the Dashboard, including your business details and any integrations or connected services. Using the Platform in a manner inconsistent with your registered profile is not permitted. NexusCore may use your profile information to personalise and correctly attribute your use of the Services.

You represent, warrant, and undertake that the information and content registered under your Account does not contain any illegal, defamatory, obscene, or otherwise unlawful material. NexusCore reserves the right to suspend or terminate access for any Account found to contain or promote such content.

Article 2.3 — Verification and Acceptance

After registration, NexusCore will verify your details and assess your suitability as a customer. Based on this assessment, NexusCore will decide whether to accept your application for the Services. We may ask you to provide additional documentation during or after onboarding. NexusCore may share your information with its affiliates or trusted service providers for the purpose of verification.

In exceptional cases, NexusCore may request permission to conduct a review of your account use or related records, to the extent they relate to your compliance with this Agreement. Should you not comply with requests for information within the communicated timeframe, this may result in the suspension or termination of your Account.

Platform Services

Article 3.1 — Platform Availability

NexusCore will use commercially reasonable efforts to keep the Platform available to you. However, NexusCore cannot guarantee complete and permanent availability of the Platform. NexusCore is entitled to take the Platform offline for scheduled maintenance. Where reasonably possible, planned maintenance will be performed outside of core business hours and communicated in advance.

NexusCore reserves the right to modify the Platform at any time and is not required to maintain, modify, or preserve any specific feature or function. NexusCore may also suspend or discontinue access to the Services, or terminate this Agreement with immediate effect, if it suspects a material breach of this Agreement by the Organisation.

Use of the Platform that constitutes a breach of this Agreement includes, but is not limited to:

• Using the Platform for activities that are unlawful in the Organisation's country of establishment, the Netherlands, or any other applicable jurisdiction;
• Using Personal Data in a manner inconsistent with applicable Data Protection Laws, or failing to adequately inform End Users as required by those laws;
• Attempting to hack, penetrate, reverse-engineer, or otherwise gain unauthorised access to NexusCore's or third parties' systems, networks, or databases;
• Deliberately misleading NexusCore, End Users, or third parties;
• Failing to maintain an adequate process for handling End User complaints or disputes; and
• Engaging in or facilitating fraudulent, illegal, or abusive activities.

Article 3.2 — Integrations and APIs

The Platform provides APIs and integration capabilities that allow the Organisation to connect its existing systems and third-party tools. Each integration has its own characteristics, requirements, and conditions, including configuration requirements, data flows, and maintenance obligations. NexusCore publishes the relevant documentation on its website or makes it available through the Dashboard.

NexusCore may add new integrations and API capabilities in the future. NexusCore also reserves the right to deprecate or remove integrations, subject to reasonable advance notice where possible.

Article 3.3 — Software Updates

NexusCore will periodically release Software updates, improvements, and security patches. NexusCore will provide reasonable notice of upcoming updates and their content. In critical or exceptional circumstances, NexusCore may deploy updates without advance notice. The Organisation is responsible for ensuring that any self-managed or on-premises components of the Platform are kept up to date with the latest available versions. NexusCore is not liable for issues arising from the use of outdated Software versions.

Article 3.4 — Beta Services

At its sole discretion, NexusCore may invite the Organisation to use Beta Services on a trial basis. Beta Services may be subject to additional terms, which NexusCore will provide prior to use. Beta Services and all related conversations and materials are considered NexusCore's Confidential Information. NexusCore makes no warranties that Beta Services will function as expected and may discontinue them at any time. NexusCore will have no liability for any harm or damage arising in connection with a Beta Service, unless and to the extent prohibited by applicable law.

Your Obligations

Article 4.1 — Acceptable Use

You must only use the Platform and Services for lawful purposes and in accordance with this Agreement. There are certain categories of activities for which the Services may not be used. NexusCore maintains a list of prohibited use cases, which is published on its website and may be updated at any time without prior notice. NexusCore also reserves the right, at its own discretion, to decline or restrict use cases that are not explicitly listed but which pose an unacceptable risk based on its internal policies.

By registering with NexusCore, you confirm that you will not use our Services for activities other than those approved at registration or explicitly approved by NexusCore. If NexusCore suspects that you are using the Services for prohibited purposes, it may request that you cease those activities immediately. Failure to do so may result in immediate suspension or termination of your Account.

Article 4.2 — Compliance with Laws and Regulations

You represent, warrant, and undertake that your business activities comply with all applicable laws and regulations and with this Agreement, and that you hold all necessary licences, permits, and legal authorisations required to operate your business. You must ensure that your use of the Platform is lawful and that your End Users are adequately informed about how to use the Platform correctly and safely. NexusCore's acceptance of you as a customer does not constitute legal advice regarding the legality of your activities in any jurisdiction.

Article 4.3 — Provision of Information

You are responsible for ensuring that accurate and up-to-date information is maintained in your Account and in any content you deliver to your End Users through the Platform, including:

• Your contact information, including at minimum an address, registration number, telephone number, and email address;
• Accurate descriptions of the products and services you provide;
• Applicable pricing and terms; and
• Where relevant, information about subscriptions, renewal terms, and cancellation procedures.

Article 4.4 — End User Support and Complaints

You are solely responsible for providing support to your End Users. You must respond to queries in a timely and professional manner and maintain clear and accessible terms, conditions, and policies for your End Users. If NexusCore receives complaints about your use of the Platform, it may conduct an investigation and may charge a reasonable fee for handling complaints at its own discretion.

NexusCore is not responsible for, nor liable regarding, the relationship between you and your End Users. NexusCore explicitly remains outside of the contractual relationship between you and your End Users.

Fees & Billing

Article 5.1 — Fees

NexusCore provides the Services at the rates described on the pricing page or as agreed in a separate Order Form. The applicable Fees and Subscription details are also visible in your Dashboard. Unless agreed otherwise, NexusCore will invoice you in advance for the Subscription period. All invoices are due within thirty (30) days of receipt.

If you fail to pay any Fees within thirty (30) days of receipt of an invoice, NexusCore may suspend access to the Services or terminate the Agreement. NexusCore does not negotiate Fees with third parties acting on your behalf.

Article 5.1.1 — Fee Changes

NexusCore may adjust Fees unilaterally. If Fees increase, NexusCore will inform you at least one (1) month before the new rate takes effect, by email or through the Dashboard. If you do not agree to the increase, you may terminate this Agreement with effect from the date the new Fees would apply, provided you notify NexusCore in writing within one (1) month of receiving notice. If you do not notify NexusCore, the new Fees will take effect on the initially communicated date.

Article 5.1.2 — Fees and Taxes

Unless explicitly stated otherwise, all Fees listed in this Agreement or on NexusCore's website exclude VAT and other applicable government charges. You are solely responsible for determining whether any taxes apply to your use of the Services, and for assessing, collecting, reporting, and remitting applicable taxes to the relevant authorities.

Article 5.2 — Accounts with an Increased Risk Profile

NexusCore may apply a minimum monthly invoice amount or additional due diligence fee to Accounts where an elevated level of support, review, or risk management is required. If applicable, NexusCore will communicate this to you in advance with at least one (1) month's notice during the term of this Agreement.

Security & Confidentiality

Article 6.1 — Security Incidents and Misuse

NexusCore may suspend Services or terminate this Agreement with immediate effect in the event of actual or suspected misuse of the Platform, illegal activity, or any situation that requires further investigation. NexusCore will notify you by email or through the Dashboard where possible, unless such notification is not permitted by law or is inappropriate given the nature of the investigation. NexusCore will not be liable for losses incurred as a result of a suspension undertaken in good faith.

Article 6.2 — Security Measures

NexusCore will offer security guidance, tools, and procedures to help reduce the risk of unauthorised access and misuse. This may include multi-factor authentication (MFA), role-based access controls, activity logging, and other security features accessible through the Dashboard. You agree to evaluate these measures and implement those appropriate to your risk profile. Disabling or declining to use available security features increases your exposure to unauthorised access.

You are responsible for safeguarding all access credentials, tokens, and API keys associated with your Account. You must notify NexusCore immediately of any actual or suspected unauthorised access to your Account. You must also reimburse NexusCore in full for any losses incurred as a result of the misuse of credentials under your control.

Article 6.3 — Confidentiality

Unless the other Party gives its prior written consent, the Parties must treat all data and information about the other Party — including its affiliates — that is secret or confidential in nature as strictly confidential, secure it appropriately, and not disclose it to third parties. The Parties must use such information only for the purpose of performing this Agreement.

Confidential information always includes, but is not limited to, information explicitly marked as confidential, all technical, financial, and business information exchanged under this Agreement, source code, system architectures, APIs, and any information that the Parties know or reasonably ought to know must not be disclosed to third parties.

The confidentiality obligations under this Article survive full or partial termination of this Agreement.

The Parties are entitled to disclose confidential information to competent authorities and government bodies where required by applicable law. NexusCore may also access and use non-personally identifiable, aggregated data to: (a) improve the Platform and Services; (b) provide customers with insights on usage and performance; (c) develop benchmarking tools; and (d) otherwise improve the Services.

NexusCore may share confidential information with its affiliates, and with third-party service providers where necessary to perform the Services, subject to appropriate confidentiality obligations.

Privacy & Data Protection

Article 7.1 — Responsibilities of the Parties regarding Personal Data

Personal Data may be processed in connection with the performance of this Agreement. NexusCore processes Personal Data: (i) to deliver the Services; (ii) to comply with statutory obligations; (iii) to ensure the security and integrity of the Platform; and (iv) to improve its Services. The NexusCore Privacy Policy explains in detail how and for what purposes NexusCore processes Personal Data.

Both Parties may act as controllers within the meaning of the GDPR, to the extent that they independently determine the purposes and means of the processing. Each Party is solely responsible for the Personal Data it processes and for its compliance with Data Protection Laws. Where NexusCore processes Personal Data exclusively on behalf of and under the instructions of the Organisation, NexusCore acts as a processor, and the Parties will conclude a Data Processing Agreement.

You undertake to comply with all requirements set by applicable Data Protection Laws for any Personal Data you process in connection with your use of the Platform and Services. If you fail to comply with these obligations, NexusCore may suspend the Services.

In your contractual relationship with your End Users, or in your general terms and conditions, you must disclose that you use NexusCore as a technology provider and that Personal Data of End Users may be processed by NexusCore in connection with the Services. Where required by applicable Data Protection Laws, you must ensure that End Users have provided the necessary consent.

Article 7.2 — Protection of Personal Data

NexusCore is responsible for protecting Personal Data in its possession and will implement all reasonable administrative, technical, and physical measures to protect Personal Data against unauthorised access, unintentional loss, or alteration. NexusCore cannot guarantee that unauthorised third parties will never be able to circumvent its security measures. You accept this inherent risk when providing Personal Data to NexusCore. You are fully responsible for protecting Personal Data that you process through your own systems, websites, or applications.

If an actual or suspected data breach occurs at your Organisation that may involve data processed through the Platform, you must notify NexusCore without delay and in any case no later than forty-eight (48) hours after discovery of the breach. NexusCore may request additional information about the breach, which you must provide promptly.

Article 7.3 — Confidentiality of Personal Data

Each Party undertakes to implement all necessary measures to keep Personal Data confidential. NexusCore makes Personal Data available to third parties only (i) for the purpose of delivering the Services; or (ii) where legally required. Outside these circumstances, the Parties must not share Personal Data with third parties without the other Party's prior written consent, unless NexusCore needs to do so to perform the Services.

Final Provisions

Article 8.1 — Indemnity

You must indemnify and hold NexusCore harmless against all and any third-party claims, as well as all costs reasonably incurred by NexusCore or its affiliates in relation to such a claim, arising from or in connection with:

• Misuse or abuse of the Platform by the Organisation, as described in Article 3.1;
• Defects in the Organisation's own Website, products, or services;
• The Organisation's failure to comply with this Agreement, applicable laws and regulations, or Data Protection Laws; and
• Unlawful or non-compliant acts in the broadest sense with respect to End Users and/or third parties.

Article 8.2 — Liability

NexusCore must be notified in writing of any potential liability claim, following which NexusCore must be given a reasonable period to offer an appropriate remedy. If NexusCore is held liable in connection with a breach of its obligations or for losses otherwise incurred, NexusCore will only be liable for direct loss and not for indirect or consequential loss, even if such loss was foreseeable. Indirect or consequential loss includes, but is not limited to, loss of goodwill, lost profits, missed opportunities, and missed savings.

To the extent NexusCore is liable, its total liability will be limited in all cases to the Fees paid by you under this Agreement in respect of the Services to which the loss relates. If the term of this Agreement exceeds six (6) months, liability is capped at the Fees received in the preceding six (6) months, excluding VAT. Notwithstanding the foregoing, NexusCore's liability will always be capped at EUR 10,000 (ten thousand euros) per harmful incident, unless prohibited by applicable law. A series of related incidents counts as one incident. Any claim must be submitted within three (3) months of the Organisation becoming aware of the relevant incident, unless NexusCore has acknowledged the claim in writing.

Article 8.3 — Force Majeure

Neither Party will be liable in the event of force majeure. Force majeure means circumstances or events beyond the Parties' control — regardless of whether foreseeable at the time of signing — that make compliance with the Agreement's obligations unreasonable. These always include but are not limited to war, fire, natural disasters, power outages, strikes, epidemics, pandemics, government actions, third-party supplier failures, unavailability of infrastructure or telecommunications services, and actual or attempted unauthorised access to systems on which either Party depends.

Article 8.4 — Intellectual Property and Marketing

Article 8.4.1 — Intellectual Property

All intellectual property rights, including but not limited to copyrights, trademarks, domain names, patents, designs, and database rights in relation to the Platform, Software, and Services are and will remain the exclusive property of NexusCore or its affiliates.

For the term of this Agreement, and subject to its conditions, NexusCore grants you a limited, non-exclusive, non-transferable, and revocable licence to:

• Access and use the Services solely as necessary to perform this Agreement;
• Use the NexusCore trademarks and Marketing Materials provided by NexusCore solely for the purpose of promoting your use of the Services, where applicable.

When using NexusCore's trademarks and/or Marketing Materials, you must: (i) not acquire rights beyond those expressly granted; (ii) not register or use any name, trademark, or designation confusingly similar to NexusCore's; (iii) use logos only in the form provided, without alteration; (iv) not use NexusCore's trademarks or Marketing Materials in any unlawful manner; and (v) promptly correct any improper use upon NexusCore's request.

For the duration of this Agreement, you grant NexusCore a non-exclusive, royalty-free licence to use your trademarks and logos, without modification, solely in connection with promoting the Services and our partnership.

Article 8.4.2 — Marketing

NexusCore may send you information relevant to the Services or other matters it deems relevant, through the Dashboard or email. During the term of this Agreement, both Parties may use each other's name and logo in marketing and promotional activities, including on websites and digital platforms.

Article 8.5 — Complaints, Outages, and Support

If you discover an Error that renders the Platform unusable as specified in this Agreement, you must report it to NexusCore as soon as possible. NexusCore will register the report and use reasonable efforts to restore the agreed functionality within a reasonable time. NexusCore will remain available during business hours to provide a reasonable level of technical support.

When an Outage occurs, the following protocol applies:

• You must notify NexusCore of the Outage as soon as possible, and always within two (2) hours of becoming aware of it;
• NexusCore will register the Outage and provide a ticket reference;
• NexusCore will investigate and aim to implement a resolution within a reasonable time; and
• NexusCore will inform you of the implemented resolution.

If you have a complaint about the Services, please contact us at support@nexuscore.com. NexusCore will respond in writing within a reasonable period.

Article 8.6 — Term, Termination, and Transfer

This Agreement comes into effect upon your acceptance of its terms as part of the registration process described in Article 2.1, and continues for an indefinite period unless terminated by either Party. NexusCore may terminate this Agreement subject to at least two (2) calendar months' written notice.

NexusCore may terminate this Agreement in writing, with immediate effect and without liability to the Organisation, if the Organisation:

• Is suspected of being involved in illegal activities or fraud;
• Is subject to insolvency proceedings, bankruptcy, moratorium, or has ceased business activities;
• Does not comply with NexusCore's acceptable use policies or risk standards;
• Is providing products or services suspected to be in breach of applicable law;
• Has materially changed the nature of its activities without NexusCore's prior written consent;
• Has not remedied a breach of this Agreement after receipt of a written notice of default; or
• Finds itself in the situations described in Articles 2.1, 2.2, 3.1, or 4.1.

You may terminate this Agreement at any time, subject to a notice period of at least two (2) calendar months.

Upon termination, any outstanding Fees remain due and payable. NexusCore may provide a reasonable transition period during which you may export your data from the Platform.

Article 8.7 — Miscellaneous

Article 8.7.1 — Amendments to the Agreement

This Agreement supersedes all previous agreements between the Parties. NexusCore reserves the right to amend this Agreement by providing notice in writing, by email, or through the Dashboard. Unless stated otherwise, amendments take effect one (1) month after notice. If you do not wish to accept the amendments, you may terminate this Agreement within the notice period.

NexusCore may amend this Agreement with immediate effect if required by regulatory changes or applicable law, and will communicate such changes as soon as reasonably possible.

Article 8.7.2 — Applicable Law and Jurisdiction

This Agreement is governed exclusively by Dutch law. Any disputes arising from or in connection with this Agreement will be submitted to the competent court in Amsterdam. If any provision is held invalid or unenforceable, it will be severed, and the remaining provisions will remain fully in force.

Article 8.7.3 — No Waiver of Rights

Any failure or delay by NexusCore to enforce any right or provision under this Agreement will not constitute a waiver of that right or provision, nor affect the enforceability of any other part of this Agreement.

Article 8.7.4 — Outsourcing

NexusCore may outsource some of its Services to any of its affiliates or to a trusted third-party service provider.

Article 8.7.5 — No Right of Transfer or Assignment

You may not transfer or assign any rights and obligations under this Agreement without NexusCore's prior written consent. You give NexusCore permission, in advance, to transfer or assign any rights or obligations under this Agreement to any affiliate of NexusCore or any third party designated by NexusCore.

Article 8.7.6 — Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, it will be deemed modified to the least extent necessary to make it valid and enforceable. If such modification is not possible, the provision will be severed and the remaining provisions will continue in full force.

Article 8.7.7 — Electronic Acceptance

The Parties agree that this Agreement, and any amendments or related services, may be entered into electronically. Electronic acceptance — including click-through or other electronic consent mechanisms — constitutes a valid, legally binding signature with the same legal effect as a handwritten signature. Neither Party will contest the validity of this Agreement on the grounds that it was accepted electronically.