Terms of Service
Effective date: June 12, 2026
1. Acceptance of Terms
By accessing or using the Nexuux service ("Service"), you ("Customer") agree to be bound by these Terms of Service ("Terms"). If you are accessing or using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "Customer" mean that entity. If you do not agree to these Terms, or do not have authority to bind the applicable entity, do not access or use the Service. These Terms form a binding agreement between the Customer and Nexuux Inc., a Delaware corporation ("Nexuux," "we," "us," or "our").
2. Definitions
"Authorised User" means an employee, contractor, or agent of Customer authorised by Customer to access the Service under Customer's account. "Customer Data" means all financial data, transaction records, journal entries, account balances, configurations, and reports submitted by or generated for Customer in connection with the Service. "Documentation" means any technical or functional documentation for the Service made available by Nexuux. "Order Form" means a written or electronic ordering document executed by the parties specifying the Service configuration, fees, and other commercial terms. "Service" means the cloud-hosted accounting automation platform described in these Terms and the applicable Order Form, including all associated software, APIs, and infrastructure.
3. Description of Service
Nexuux provides a dedicated-deployment accounting automation platform offering: (a) ingestion of transaction data from customer-designated sources and authorised data connectors; (b) automated journal entry generation and posting to a dedicated general ledger; (c) transaction reconciliation against source records; and (d) financial reporting, including balance sheet, profit and loss statement, and cash flow statement. The specific modules and configuration of the Service are set out in the applicable Order Form. Nexuux does not provide invoicing, payroll, expense management, tax filing, or enterprise resource planning functionality. Nexuux is not a financial institution, broker-dealer, investment adviser, or accounting firm, and the Service does not constitute financial, investment, tax, or legal advice.
4. Account Registration and Access
To access the Service, Customer must complete the onboarding process specified by Nexuux and execute an Order Form. Customer shall: (a) provide accurate, complete registration information and keep it current; (b) designate one or more administrators responsible for managing Authorised Users and access credentials; (c) ensure that only Authorised Users access the Service; (d) maintain the confidentiality of all access credentials and promptly notify Nexuux at hi@nexuux.com if credentials are compromised or unauthorised access is suspected; and (e) be responsible for all activity that occurs under Customer's account. Nexuux may suspend access upon reasonable belief that credentials have been compromised.
5. Acceptable Use
Customer shall use the Service only for its own internal business purposes and in compliance with these Terms and all applicable laws and regulations. Customer shall not, and shall not permit any Authorised User or third party to: (a) use the Service to process data for any entity other than Customer without Nexuux's prior written consent; (b) sublicense, resell, or provide the Service as a service bureau to third parties; (c) reverse-engineer, decompile, disassemble, or attempt to derive source code from any component of the Service; (d) modify, copy, or create derivative works of the Service or Documentation; (e) introduce malicious code or data designed to circumvent the Service's security controls; (f) use the Service in a manner that materially interferes with or degrades performance for other customers; (g) use the Service in violation of any applicable sanctions, export control laws, or anti-money-laundering regulations; or (h) circumvent any access restriction or security feature. Nexuux may suspend or terminate access immediately upon a material or repeated violation of this section.
6. Customer Data Ownership
Customer retains all right, title, and interest in and to Customer Data. Nexuux processes Customer Data solely to provide the Service, deliver customer support, comply with its legal obligations, and enforce these Terms. Nexuux does not sell Customer Data, use Customer Data for advertising, or use Customer Data to train artificial intelligence or machine learning models without Customer's express written consent. Customer represents and warrants that: (a) Customer has all rights, licences, consents, and permissions necessary to submit Customer Data to the Service; (b) Customer Data does not violate any applicable law or third-party intellectual property, privacy, or other rights; and (c) Customer has authority to instruct Nexuux to process Customer Data on its behalf. Upon request, Nexuux will provide Customer Data in a structured, machine-readable format within fifteen (15) business days.
7. Service Availability
Nexuux targets 99.9% monthly uptime for each dedicated Customer instance, measured on a calendar-month basis and excluding: (a) scheduled maintenance windows with at least 48 hours' advance notice; (b) emergency maintenance required to address a security vulnerability or critical defect; (c) outages caused by Customer's acts or omissions; (d) third-party service or data source outages outside Nexuux's control; and (e) force majeure events. Because each Customer operates a dedicated instance, maintenance affecting one Customer's environment does not affect others. Specific uptime commitments and associated service credits, if any, are set out in the applicable Order Form or service level agreement.
8. Fees and Payment
Fees are as specified in the applicable Order Form. All fees are stated in United States dollars and are exclusive of applicable taxes, levies, and duties, which are Customer's sole responsibility. Payment is due within 30 days of invoice date unless otherwise agreed. Amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid. Nexuux reserves the right to suspend Service for accounts more than 60 days past due following written notice. Except as required by applicable law or as expressly stated in the Order Form, all fees are non-refundable. Nexuux may adjust fees with not less than 60 days' prior written notice, effective at the start of the next renewal term.
9. Confidentiality
"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was known to the receiving party before disclosure, as evidenced by contemporaneous written records; (c) is received from a third party without restriction and without breach of any obligation to the disclosing party; or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. Each party shall hold the other's Confidential Information in strict confidence, use it solely for the purposes of these Terms, and restrict disclosure to personnel with a need to know who are bound by obligations at least as protective as those in this section. Either party may disclose Confidential Information to the extent required by applicable law, provided it gives the other party reasonable prior written notice where permitted.
10. Intellectual Property
Nexuux retains all right, title, and interest in and to the Service, platform, all associated software, algorithms, interfaces, Documentation, and all improvements and derivative works thereof. No rights are granted to Customer except as expressly stated in these Terms. Subject to Customer's compliance with these Terms and payment of applicable fees, Nexuux grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence during the term to access and use the Service solely for Customer's internal business purposes as described in the applicable Order Form.
11. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." NEXUUX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEXUUX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. THE SERVICE IS NOT INTENDED TO CONSTITUTE LEGAL, ACCOUNTING, TAX, OR FINANCIAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL OUTPUTS GENERATED BY THE SERVICE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEXUUX'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO NEXUUX IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS DO NOT APPLY TO: (I) DEATH OR PERSONAL INJURY CAUSED BY A PARTY'S NEGLIGENCE; (II) FRAUD OR WILFUL MISCONDUCT; OR (III) CUSTOMER'S PAYMENT OBLIGATIONS.
13. Indemnification
Each party shall defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents against third-party claims and any resulting damages, costs, and reasonable legal fees arising from: (a) the indemnifying party's material breach of these Terms; or (b) the indemnifying party's fraud, gross negligence, or wilful misconduct. Customer shall additionally indemnify Nexuux against third-party claims arising from: (a) Customer's use of the Service in violation of applicable law; or (b) any claim that Customer Data infringes a third party's intellectual property or privacy rights. The indemnified party shall promptly notify the indemnifying party in writing, give the indemnifying party sole control of the defence and settlement (provided no settlement imposes liability on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's cost.
14. Term and Termination
These Terms commence on the date Customer first executes an Order Form and continue until all Order Forms have expired or been terminated. Either party may terminate an Order Form for cause upon 30 days' written notice if the other party materially breaches that Order Form or these Terms and fails to cure within the notice period. Nexuux may suspend or terminate access immediately for: (a) Customer's violation of Section 5; (b) non-payment of amounts more than 60 days overdue; or (c) as required by applicable law or regulatory order. Upon termination of an Order Form, the licences granted under that Order Form terminate immediately, and Customer must cease using the Service. Termination of all Order Forms terminates these Terms in their entirety.
15. Data Return and Deletion
Following expiration or termination of an Order Form, Nexuux will make Customer Data available for export in a structured, machine-readable format for 90 days (the "Export Window"). Customer may download its data using the Service's export tools or by contacting hi@nexuux.com. After the Export Window, Nexuux will securely delete or destroy Customer Data from its production systems and backups using industry-standard deletion procedures, unless: (a) retention is required by applicable law, regulation, or valid legal process; or (b) Customer requests an extension in writing before the Export Window expires and Nexuux agrees. Nexuux will confirm deletion in writing within 30 days of completing the deletion process, upon Customer's written request.
16. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-law principles. Any dispute arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. Arbitration shall be conducted in English by a single arbitrator. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction in Delaware to protect intellectual property rights or Confidential Information. The parties waive any right to participate in class-action litigation or class-wide arbitration.
17. Modifications to These Terms
Nexuux may modify these Terms from time to time. If Nexuux makes material changes, it will provide at least 30 days' prior written notice to Customer via email to the registered account address. Customer's continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If Customer objects to a modification, Customer may terminate the affected Order Form(s) upon written notice to Nexuux before the effective date, and Nexuux will refund any prepaid fees attributable to the period after termination on a pro rata basis.
18. General Provisions
Entire Agreement. These Terms, together with all Order Forms and any Data Processing Agreement executed by the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements. In the event of a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the specific commercial terms it expressly addresses. Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. Waiver. No failure or delay in exercising any right constitutes a waiver of that right. Assignment. Customer may not assign these Terms without Nexuux's prior written consent. Nexuux may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets. Notices. Legal notices must be in writing and delivered by email with written confirmation of receipt, overnight courier, or certified mail. Notices to Nexuux: hi@nexuux.com. Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship. Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, government actions, or third-party infrastructure failures. Export Compliance. Customer represents it is not located in a country subject to a U.S. Government embargo and is not on any U.S. Government denied-party list, and agrees to use the Service in compliance with all applicable export control and sanctions laws.