Terms of Service
Last updated: [DATE]
These Terms of Service ("Terms") are a legal agreement between you ("you", "Customer") and Nexource SRL, a company registered in Baia Mare, Romania, with trade register number J2003000263246 and tax identification code RO15281435 ("Nexource", "we", "us", "our").
They govern your use of the hosted nxr.ai service. By creating an account, accessing, or using the Hosted Service, you agree to these Terms. If you do not agree, do not use the Hosted Service.
These Terms do not govern the self-hosted, open source version of the Platform. See section 2.2.
The Service is offered for business use only. By using it you confirm you are acting in the course of a trade, business, craft or profession, and not as a consumer.
1. Definitions
Platform — the nxr.ai no-code software for building business applications with generative AI support.
Hosted Service — the Platform as operated and made available by us at nxr.ai, including all associated infrastructure, storage and support.
Self-Hosted Platform — the open source distribution of the Platform, made available under a separate open source licence.
Account — your registered account for the Hosted Service.
App — an application you create within the Hosted Service, comprising its data tables, screens, templates, users and configuration.
Editor — a person authorised by you to create or modify Apps.
External Member — a person who accesses a finished App but cannot create or modify Apps.
Customer Data — all data, content, files and documents you or your users upload to, create in, or generate through the Hosted Service.
App Structure — the structural metadata of an App: table names, field names and types, relationships, role names, screen and grid configuration, and template structure, excluding any Customer Data values.
AI Features — features of the Platform that use third-party large language models, including app generation, AI suggestions, AI blocks in templates, and retrieval over indexed data.
Plan — the subscription plan you select, as described at nxr.ai/pricing.
2. Scope of these Terms
2.1 Hosted Service. These Terms apply to your use of the Hosted Service.
2.2 Self-Hosted Platform. The Self-Hosted Platform is licensed separately under the MIT License, the text of which is published in our source code repository. That licence, and not these Terms, governs your rights to use, copy, modify and distribute the Self-Hosted Platform. Nothing in these Terms limits any right granted to you under that licence.
2.3 Premium features. We may offer certain features, modules or extensions ("Premium Features") under a separate commercial licence rather than the MIT License. Premium Features are identified as such in our documentation and source code repository, are not part of the Self-Hosted Platform licensed under 2.2, and may be used only in accordance with the applicable commercial licence or Plan. Features released under the MIT License remain available under that licence.
2.4 Support and services for self-hosters. Where we agree to provide support, hosting assistance or other paid services in connection with a Self-Hosted Platform deployment, those services are governed by these Terms and by the applicable order or agreement.
3. Accounts and eligibility
3.1 You must provide accurate registration information and keep it current.
3.2 You are responsible for all activity under your Account and for maintaining the confidentiality of your credentials. Notify us promptly at [security@nxr.ai] if you believe your Account has been compromised.
3.3 You are responsible for the conduct of your Editors and External Members and for ensuring they comply with these Terms.
3.4 You may not create an Account if you are barred from receiving services under applicable sanctions or export control laws.
4. Plans, fees and payment
4.1 Plans. The features, limits and prices of each Plan are described at nxr.ai/pricing and may be updated in accordance with section 4.7.
4.2 Trial. Free trials run for the period stated at signup. No payment method is required and no charge is made at the end of a trial. At the end of a trial your Account will be suspended unless you select a paid Plan. Data in a suspended trial Account is retained for [30] days and then deleted.
4.3 Fees. Subscription fees are payable in advance, in [EUR / USD], for each billing period. Except as stated in these Terms or required by law, fees are non-refundable.
4.4 Renewal. Subscriptions renew automatically for successive periods of the same length unless cancelled before the end of the current period. Cancellation takes effect at the end of the current period; you retain access until then.
4.5 Taxes. Fees are exclusive of VAT and other taxes. For customers in the EU outside Romania who supply a valid VAT identification number, the reverse charge mechanism applies. You are responsible for providing accurate tax information.
4.6 Late payment and suspension. If payment fails, we will notify you and may suspend the Hosted Service after [14] days of non-payment. We will give you at least [7] days' notice before suspension. Suspension does not delete your Customer Data; section 15 governs deletion.
4.7 Price changes. We may change prices for future billing periods on at least [30] days' notice. If you do not accept a price change, you may cancel before it takes effect.
4.8 Overage. If your usage exceeds your Plan limits, we will contact you to discuss an appropriate Plan. We will not suspend or delete Customer Data for exceeding a limit without notice.
5. Customer Data
5.1 Ownership. Customer Data is and remains your property. We claim no ownership of it.
5.2 Licence to us. You grant us a limited, non-exclusive licence to host, store, process, transmit, display and back up Customer Data solely to the extent necessary to provide the Hosted Service to you, to comply with law, and to provide support you request.
5.3 No training on Customer Data. We do not use Customer Data to train artificial intelligence or machine learning models, and we do not permit our sub-processors to do so. See section 7 for how Customer Data is processed by AI providers during normal operation of the AI Features.
5.4 Your responsibilities. You are responsible for the accuracy, quality and legality of Customer Data, for having the necessary rights and consents to provide it to us, and for its use within your Apps.
5.5 Export. You may export Customer Data at any time during your subscription using the Platform's export features.
6. App Structure and product improvement
6.1 We may collect and analyse App Structure — structural metadata only — to operate, secure and improve the Platform, including improving AI suggestions provided to you and to other customers.
6.2 App Structure expressly excludes Customer Data values, document contents, uploaded files, and the contents of any records.
6.3 You may opt out of the use of App Structure for product improvement by contacting [privacy@nxr.ai]. Opting out does not affect your access to any feature.
7. AI Features
7.1 How AI Features work. Certain features of the Platform send content to third-party large language model providers in order to generate applications, suggestions, templates and document content. Our current AI provider is Anthropic PBC, accessed through the Claude API.
7.2 What is sent. Depending on the feature you use, the content sent may include App Structure, your prompts, and Customer Data that you select or that a template or AI block references — including data retrieved from your indexed content.
7.3 Training. Content you submit through the Claude API is not used to train Anthropic's models. Retention by the provider is governed by that provider's commercial terms, which we will summarise in the sub-processor annex to our DPA at [nxr.ai/dpa].
7.4 Your control. AI Features that process Customer Data operate only when you invoke them or when you configure an App to do so. You are responsible for deciding what data your Apps send to AI Features.
7.5 Accuracy and human review. AI-generated output — including generated applications, document text, and content produced by AI blocks — may be inaccurate, incomplete or unsuitable for your purpose. You are responsible for reviewing all AI-generated output before relying on it, sending it to third parties, or submitting it in any commercial, regulatory or procurement process. We make no warranty as to the accuracy, completeness or fitness for purpose of AI-generated output.
7.6 Change of provider. We may change or add AI providers. We will update the sub-processor annex to our DPA and, where a change materially affects the processing of Customer Data, give you at least [30] days' notice.
8. Data protection
8.1 Roles. In respect of personal data contained in Customer Data, you act as controller and we act as processor within the meaning of Regulation (EU) 2016/679 ("GDPR"). In respect of your Account and billing data, we act as controller.
8.2 Data Processing Agreement. Our processing of personal data on your behalf is governed by our Data Processing Agreement at [nxr.ai/dpa], which forms part of these Terms.
8.3 Sub-processors. We use sub-processors to provide the Hosted Service, including Anthropic PBC (AI processing), Amazon Web Services (hosting and storage), Twilio Inc. (email delivery via SendGrid) and Google Ireland Limited (Google Workspace). A current list is maintained in the sub-processor annex to our DPA at [nxr.ai/dpa]. We will give at least [30] days' notice before adding or replacing a sub-processor, and you may object on reasonable data protection grounds.
8.4 Location of processing. Customer Data is stored in [REGION — e.g. the European Union (AWS eu-central-1)]. Where a sub-processor processes data outside the EEA, transfers are made under an appropriate transfer mechanism as set out in the DPA.
8.5 Security. We implement appropriate technical and organisational measures to protect Customer Data, as described in the DPA.
8.6 Breach notification. We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Data.
8.7 Privacy Policy. Our Privacy Policy at [nxr.ai/privacy] describes how we handle personal data for which we are controller.
9. Acceptable use
You may not, and may not permit any Editor or External Member to:
- use the Hosted Service to send unsolicited bulk email, spam, or any communication in breach of applicable electronic marketing law;
- upload or generate content that is unlawful, infringing, defamatory, or that infringes a third party's intellectual property or privacy rights;
- upload malware or attempt to gain unauthorised access to the Hosted Service, other customers' data, or our infrastructure;
- attempt to circumvent Plan limits, usage metering, or access controls;
- use the Hosted Service to develop a competing product, or resell access to it other than as expressly permitted under an Agency Plan;
- use AI Features to generate content that is unlawful or that violates the acceptable use policy of the relevant AI provider;
- place excessive load on the Hosted Service in a manner that degrades service for other customers.
We may suspend the Hosted Service immediately where necessary to prevent harm to us, our other customers, or third parties. We will notify you and restore service as soon as the cause is resolved.
10. Availability and support
10.1 We will use commercially reasonable efforts to keep the Hosted Service available, but do not guarantee uninterrupted availability except where a Plan expressly includes a service level commitment.
10.2 Support is provided according to your Plan as described at nxr.ai/pricing. Community support for the Self-Hosted Platform is provided on a best-efforts basis and carries no commitment.
10.3 We may perform scheduled maintenance and will give reasonable notice where it is likely to cause material disruption.
10.4 Service credits. If the Hosted Service is Unavailable on any day during a paid billing period, you are entitled to a service credit calculated as:
monthly fee × (number of Unavailable days in the month ÷ number of days in the month)
10.5 Definition of Unavailable. A day counts as Unavailable if the core Hosted Service — access to your Apps and Customer Data — is inaccessible for more than [4] cumulative hours in that calendar day, measured by us. The following do not count towards Unavailability:
- scheduled maintenance notified in accordance with 10.3;
- outages of third-party AI providers affecting only AI Features, provided the rest of the Hosted Service remains accessible;
- causes attributable to you, your Editors or External Members, or your own systems and network;
- suspension under sections 4.6 or 9;
- events covered by section 17.1.
10.6 Claiming credits. To receive a credit, notify us at [support@nxr.ai] within [30] days of the end of the affected month. Credits are applied to your next invoice, are not payable in cash, and may not exceed 100% of the monthly fee for the affected month. Free trials and free-tier use are not eligible.
10.7 Exclusive remedy for unavailability. Service credits under this section are your sole and exclusive remedy for any unavailability of the Hosted Service.
10.8 Enhanced service level commitments, where included in an Agency or Enterprise Plan, are set out in the applicable order form or service level agreement and prevail over 10.4–10.7 to the extent of any conflict.
11. Intellectual property
11.1 The Platform, the Hosted Service, and all intellectual property rights in them are and remain the property of Nexource SRL and its licensors, subject to section 2.2.
11.2 Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Hosted Service during your subscription.
11.3 Apps you create, and their configuration and templates, are yours. Nothing in these Terms transfers to us any rights in your Apps beyond the licence in section 5.2.
11.4 Feedback. If you give us suggestions or feedback about the Platform, we may use it without restriction or obligation to you.
12. Confidentiality
Each party will protect the other's confidential information with at least reasonable care and will not disclose it except to personnel and advisers who need it and are bound by comparable obligations, or where required by law. Customer Data is your confidential information.
13. Warranties and disclaimers
13.1 We warrant that we will provide the Hosted Service with reasonable skill and care.
13.2 Except as stated in 13.1 and in any service level commitment in your Plan, the Hosted Service and the Self-Hosted Platform are provided "as is" and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
13.3 We do not warrant that the Hosted Service will be uninterrupted or error-free, or that AI-generated output will be accurate or fit for your purpose.
13.4 The Self-Hosted Platform is provided without warranty of any kind, as set out in the MIT License.
14. Limitation of liability
14.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded.
14.2 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, anticipated savings, business or goodwill, however arising.
14.3 Unavailability. Our liability for any unavailability of the Hosted Service is limited to the service credits set out in section 10.4, which are your sole and exclusive remedy for unavailability.
14.4 Overall cap. Subject to 14.1 and 14.3, each party's total aggregate liability arising out of or in connection with these Terms is limited to the total fees paid or payable by you in the three (3) months preceding the event giving rise to the claim.
14.5 For free trials and free-tier use, and for the Self-Hosted Platform, our total aggregate liability is limited to [EUR 100].
14.6 You remain responsible for maintaining your own backups of Customer Data where it is critical to your business.
15. Term, termination and deletion
15.1 Term. These Terms apply from Account creation until terminated.
15.2 Termination by you. You may cancel your subscription at any time, effective at the end of the current billing period.
15.3 Termination by us for convenience. We may terminate these Terms on at least [60] days' written notice. If we do so, we will refund any prepaid fees for the unused portion of your subscription.
15.4 Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within [30] days of notice, or becomes insolvent. We may terminate immediately for non-payment following the process in 4.6, or for a serious breach of section 9.
15.5 Data export period. Following termination for any reason other than your serious breach of section 9, we will keep your Customer Data available for export for [30] days.
15.6 Deletion. After the export period expires, we will delete Customer Data from live systems within [30] days and from backups within [90] days, except where retention is required by law.
15.7 Survival. Sections 5.1, 10.6, 11, 12, 13, 14, 15.6, 15.7, 17 and 18 survive termination.
16. Changes to these Terms
16.1 We may update these Terms. For changes that materially affect your rights or the Hosted Service, we will give at least [30] days' notice by email to your Account address and by posting the updated Terms.
16.2 If you do not accept a material change, you may terminate before it takes effect and receive a refund of prepaid fees for the unused period.
16.3 Non-material changes — corrections, clarifications, changes required by law — take effect on posting.
16.4 Each version is dated. Superseded versions are available on request.
17. General
17.1 Force majeure. Neither party is liable for failure to perform due to events beyond its reasonable control, excluding payment obligations.
17.2 Assignment. You may not assign these Terms without our consent, not to be unreasonably withheld. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
17.3 Subcontracting. We may use subcontractors and sub-processors but remain responsible for their performance.
17.4 Notices. Notices to you are sent to your Account email address. Notices to us go to [legal@nxr.ai].
17.5 Severability. If any provision is held unenforceable, the remainder continues in effect.
17.6 No waiver. Failure to enforce a provision is not a waiver of it.
17.7 Entire agreement. These Terms, together with the DPA, Privacy Policy, and any order form or separate written agreement, constitute the entire agreement between the parties regarding the Hosted Service and supersede all prior agreements and understandings.
17.8 Order of precedence. In case of conflict: (1) a signed order form or separate written agreement; (2) the DPA; (3) these Terms.
18. Governing law and jurisdiction
18.1 These Terms are governed by the laws of Romania, without regard to conflict of law principles.
18.2 The courts of Romania have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.
18.3 Nothing in this section prevents either party from seeking injunctive relief in any competent jurisdiction to protect its intellectual property or confidential information.
19. Contact
Questions about these Terms: legal@nxr.ai Data protection: [privacy@nxr.ai] Security: [security@nxr.ai]
Nexource SRL Baia Mare, Romania Trade register number J2003000263246 Tax identification code RO15281435