Terms and Conditions

Legal entity

Nexo Intelligence, S.L.

Tax ID (NIF)

B27546712

Registered office

Urb. La Cancela de la Quinta, C/ Aguamarina, edif. 9, local 2, 29670 San Pedro Alcántara (Marbella), España

Mercantile Registry

Málaga, Sheet MA-197551, Entry 1

Contact

info@nexoapp.es

These terms govern two different things:

• Browsing nexoapp.es, including submitting forms and requesting demos.
• Use of the Nexo platform by the companies that contract it (hereinafter, the "Customer").

The platform is a professional service aimed exclusively at companies and professionals acting within the scope of their economic activity. It is not aimed at consumers or private users.

If the Customer and Nexo sign a service contract, an accepted commercial offer or a data processing agreement, those documents prevail over these terms wherever they conflict. These terms cover whatever has not been expressly agreed.

Nexo receives the orders that the Customer's customers send by WhatsApp, email, voice notes or images; interprets their content, structures it into order lines with product, quantity and unit of measure, and integrates it into the Customer's ERP. On top of that data, the platform also generates aggregated commercial information.

Access credentials are assigned to individual users. The Customer is responsible for safeguarding them and for the activity carried out from its users' accounts. If it detects unauthorized access, it must notify us as soon as possible so that we can act.

We may temporarily suspend access if we detect a security incident that justifies it. In that case we will notify you as soon as possible and restore the service once it is resolved.

When using the platform, the Customer agrees not to:

• Use it for unlawful purposes or contrary to good faith.
• Enter content or data to which it has no right or authorization.
• Attempt to access third-party areas, accounts or data.
• Reverse engineer the software, or extract or replicate its components at scale.
• Assign or resell access to third parties outside its organization without prior agreement with Nexo.

The platform operates on channels and systems that are not ours, and that has practical consequences.

The platform interprets free human language using artificial intelligence technology and achieves very high levels of accuracy, but it is an automatic interpretation, not a literal transcription.

That is why the service is designed to always keep the Customer in ultimate control: the platform provides mechanisms to review and validate processed orders, and confirming the order is the Customer's responsibility. Nexo is not liable for the commercial consequences of an order confirmed without prior review.

Likewise, the commercial information generated by the platform is a decision-support tool. Business decisions remain the Customer's.

System learning. To maintain and improve the accuracy of the service, Nexo may use aggregated and anonymized data derived from use of the platform: language patterns, statistical associations between expressions and products, and quality metrics. This material contains no identifiable information about the Customer or its customers, is not shared with third parties in identifiable form, and the resulting models and improvements are the property of Nexo.

Orders may include personal data of the Customer's customers (name, phone number, delivery address). With regard to that data:

• The Customer acts as controller and Nexo as processor, under the terms of Article 28 of the GDPR.
• The specific terms of the processing are set out in a data processing agreement (DPA) which forms part of the service contract.
• Nexo relies on sub-processors to provide the service: hosting infrastructure, the messaging channel provider and language model providers. The up-to-date list is available at the Customer's request, and we will give notice of the addition of new sub-processors before it takes place.
• We apply technical and organizational measures appropriate to the risk and will notify without undue delay any security breach affecting the Customer's data.
• We do not make international transfers of data outside the European Economic Area without the safeguards provided for in the GDPR.

The processing of data of those who visit nexoapp.es or request a demo is explained in our Privacy Policy.

Both parties undertake to treat as confidential the information received from the other party that is identified or understood to be confidential, to use it only for the performance of the service and not to disclose it to third parties without authorization. This undertaking remains in force for the term of the service and the three years thereafter.

Information that is public, that the receiving party already had or developed independently, or that must be disclosed by legal requirement is not considered confidential.

We work to keep the platform continuously available, but we cannot guarantee uninterrupted or error-free operation. Scheduled maintenance will be announced in advance where possible and planned, as far as reasonable, outside the busiest order-intake periods.

Support is provided by email at info@nexoapp.es, Monday to Friday from 9:00 to 18:00 (mainland Spain time), excluding public holidays. If a specific service level (SLA) is agreed, it will be set out in the contract.

Prices, the subscription model and billing frequency are those set out in the commercial offer accepted by the Customer. Amounts are stated exclusive of VAT, which will be applied in accordance with the regulations.

In the event of non-payment, Nexo will notify the Customer and may suspend the service if the situation is not remedied within fifteen days of that notice. Suspension does not terminate the contract or affect any amounts already accrued.

The term, renewal and notice period for termination are those agreed in the service contract.

Upon termination, the Customer may request the export of its data in a structured, commonly used format within the following thirty days. After that period, Nexo will proceed to delete or anonymize it, except for data it must retain under a legal obligation.

This deletion does not extend to the aggregated and anonymized data referred to in clause 8, as it is not attributable to the Customer or to identifiable persons.

Nexo is liable for direct damages caused to the Customer by Nexo's breach of its obligations. That liability is limited, for all claims arising in the same annual period, to the amount invoiced to the Customer in the twelve months preceding the event giving rise to it.

Indirect damages, loss of profit and losses arising from failures in third-party systems, networks or services, in the Customer's ERP, or from use of the platform contrary to these terms are excluded.

Nothing in the foregoing limits Nexo's liability for willful misconduct, gross negligence, or in those cases where the law does not allow it to be limited.

Neither party shall be liable for non-performance caused by force majeure, including widespread failures of network, messaging or hosting providers.

We may update these terms to reflect changes in the service or in applicable regulations. If a change substantially affects the Customer's rights or obligations, we will give at least thirty days' notice. If the Customer does not agree, it may terminate the service without penalty before the change takes effect.

These terms are governed by Spanish law. The parties will attempt in good faith to resolve any dispute before going to court. Failing that, they submit to the courts of Málaga.

For any questions about these terms: info@nexoapp.es · Nexo Intelligence, S.L. · nexoapp.es