Terms of Service

1. Agreement and parties

These Terms of Service ("Terms") are a legal agreement between you and Nexa Systems Inc. ("Nexa Systems", "Nexa", "we", "us", or "our"). By visiting our websites, creating an account, ordering services, clicking an acceptance checkbox, paying an invoice, or using any service we provide, you agree to these Terms.

If you use the services for a company, organization, or client, you confirm that you have authority to bind that organization. In that case, "you" means both you and the organization you represent.

You must be at least 18 years old, or the age of majority where you live, to use paid services unless we approve otherwise in writing.

2. Services covered

These Terms apply to Nexa Systems websites and services, including NexaCloud VPS hosting, dedicated server hosting, app hosting, database hosting, Git hosting, Odoo ERP implementation, Odoo module development, custom software, managed infrastructure, DevOps, monitoring, backups, support, APIs, documentation, consultations, and any related portals or tools.

Some services may have additional terms in an order form, statement of work, service description, quote, invoice, support plan, service level agreement, or product-specific policy. Those additional terms apply to the relevant service.

We may improve, modify, replace, suspend, or discontinue features when needed for security, reliability, legal compliance, vendor changes, or business reasons. We will use reasonable efforts to provide advance notice when a material change affects active paid services, unless faster action is required.

3. Accounts, access, and accurate information

You are responsible for keeping account, billing, technical, and contact information accurate and current. You are responsible for all activity under your account, including activity by employees, contractors, invited users, administrators, and end users.

You must protect passwords, SSH keys, API tokens, control panel access, domain registrar access, and other credentials. You must notify us promptly if you suspect unauthorized access or a security incident involving your account or services.

We may require identity, payment, fraud, abuse, or account verification before provisioning, increasing limits, restoring a suspended service, or continuing service.

4. Orders, provisioning, and changes

An order is accepted when we confirm it, provision a service, start work, or issue an invoice that you pay or accept. We may decline or cancel an order for capacity, payment, security, abuse, sanctions, export-control, or operational reasons.

Provisioning times are estimates unless a written agreement says otherwise. Dedicated servers, custom software, Odoo projects, migrations, and third-party services may require scheduling, onboarding information, credentials, licence keys, technical review, or vendor approval before work can begin.

You are responsible for reviewing service specifications, plan limits, storage, bandwidth, backup status, software versions, support scope, and renewal terms before ordering or scaling a service.

5. Billing, taxes, renewals, and payment methods

Fees are charged in Canadian dollars unless an invoice, quote, checkout page, or order form states otherwise. You agree to pay all fees, usage charges, renewal charges, setup fees, professional service fees, taxes, and third-party charges associated with the services you order.

Subscription services renew automatically unless cancelled according to the cancellation instructions for that service. You authorize us and our payment processors, including Stripe or another provider we use, to charge your saved payment method for recurring fees, usage fees, overdue balances, and applicable taxes.

Late, failed, reversed, disputed, or missing payments may result in suspension, deletion, or termination of services. We may charge interest, collection costs, reinstatement fees, or recovery costs where permitted by law or stated in an invoice or agreement.

Prices, features, and plan limits may change. For active recurring services, changes normally apply at renewal or after reasonable notice, unless the change is caused by taxes, third-party vendor costs, abuse risk, legal requirements, or urgent operational needs.

6. Customer content, data, backups, and security

You retain ownership of the applications, files, databases, source code, content, configurations, and other materials you upload, host, transmit, or process through the services ("Customer Data"). You grant us the limited rights needed to host, process, transmit, troubleshoot, back up, secure, and provide the services to you.

You are responsible for the legality, accuracy, integrity, confidentiality, security, and backup of Customer Data. Unless a backup service is expressly included in your plan or written agreement, you are responsible for maintaining independent backups and tested restore procedures.

Even where backups, snapshots, replication, or managed recovery are included, you should keep your own backup copy of critical data. No backup system is a substitute for your own business continuity process.

You are responsible for configuring firewalls, access controls, encryption, software updates, user permissions, data retention, passwords, SSH keys, API keys, DNS records, and application security unless your written support scope specifically assigns that responsibility to us.

7. Acceptable use

You may not use the services, or allow others to use the services, for illegal, abusive, harmful, deceptive, high-risk, or disruptive activity. Prohibited uses include:

• malware, botnets, phishing, credential theft, scams, fraud, spoofing, or impersonation;
• spam, unsolicited bulk messaging, mail bombing, purchased email lists, or deceptive marketing;
• DDoS attacks, stress testing without authorization, port scanning, network attacks, intrusion attempts, or security testing against systems you do not own;
• child exploitation material, non-consensual intimate content, trafficking, terrorist content, or content that is illegal to possess or distribute;
• copyright, trademark, trade secret, privacy, publicity, or intellectual property infringement;
• cryptocurrency mining, open proxies, open relays, scraping at abusive scale, anonymization services, or resource-heavy workloads without written approval;
• activities that degrade, interfere with, or create risk for our network, other customers, upstream providers, or the public internet;
• use that violates sanctions, export controls, court orders, Canadian law, or laws that apply to you, your users, or your Customer Data.

You are responsible for your end users and for any application, website, service, or workload you host. We may investigate abuse reports and may remove content, block traffic, rate limit, suspend, or terminate services where required or reasonably necessary.

8. Managed services and support boundaries

Support scope depends on the service, plan, quote, statement of work, or support agreement. Managed services may include monitoring, patching, backups, migrations, troubleshooting, deployment, Odoo support, or infrastructure changes only where included in writing.

Unless agreed in writing, support does not include custom development, third-party plugin debugging, unsupported software, customer code defects, data entry, content edits, search ranking guarantees, legal compliance reviews, cybersecurity incident response, or work outside the purchased scope.

Support responses and resolution times are targets unless a written service level agreement states otherwise.

9. Third-party services, software, and licences

Some services rely on third-party providers, open-source software, paid licences, app marketplaces, registrars, payment processors, email providers, cloud services, domain services, SSL certificate authorities, analytics tools, or APIs. Third-party terms may apply to those components.

You are responsible for obtaining and maintaining licences for software, fonts, themes, plugins, applications, media, commercial modules, databases, and third-party services you ask us to install, integrate, host, or support unless the invoice or agreement states that we supply them.

We are not responsible for downtime, pricing changes, feature changes, data loss, licence issues, or failures caused by third-party services outside our reasonable control.

10. Domains, IP addresses, DNS, and SSL

Domain names, IP addresses, DNS records, rDNS, certificates, and network assignments may be subject to registry, registrar, certificate authority, upstream provider, and regional internet registry rules.

You do not own IP addresses assigned to a service unless a written agreement says otherwise. We may change IP addresses, DNS instructions, routing, or network configuration when needed for operations, abuse handling, compliance, or service changes.

Domain registrations, renewals, transfers, and SSL certificates may be irreversible once submitted to a registrar or certificate authority.

11. Suspension and emergency action

We may suspend, restrict, disconnect, quarantine, remove, or block access to any service immediately if we believe it is necessary to protect security, comply with law, prevent abuse, preserve network stability, respond to legal requests, address non-payment, protect other customers, or reduce risk to Nexa Systems.

Where practical, we will try to notify you and provide a chance to resolve the issue. Some situations require immediate action without advance notice.

Suspension does not remove your obligation to pay fees already incurred. Services suspended for abuse, fraud, non-payment, or Terms violations may be deleted if the issue is not resolved promptly.

12. Cancellation and termination

You may cancel services according to the cancellation process for that service. Cancellation stops future renewals but does not automatically refund fees already paid or charges already incurred. Refunds and credits are governed by our Refund Policy.

We may terminate services or accounts for non-payment, abuse, fraud, legal risk, security risk, repeated support abuse, inactivity, violation of these Terms, violation of an order form, or if continued service would create unreasonable risk.

After termination, Customer Data may be deleted quickly. If data export or migration support is needed, request it before cancellation or termination. We are not obligated to retain deleted data unless required by law or agreed in writing.

13. Intellectual property and feedback

Nexa Systems retains ownership of our websites, branding, code, templates, designs, documentation, platform tooling, internal systems, service configurations, know-how, and pre-existing intellectual property.

You retain ownership of Customer Data and materials you provide. For custom software or Odoo work, ownership and licence terms are determined by the applicable quote, invoice, statement of work, repository agreement, or written contract.

If you provide suggestions, ideas, bug reports, or feedback, you allow us to use that feedback to improve our services without restriction or compensation.

14. Confidentiality

Each party may receive non-public information from the other. The receiving party must use reasonable care to protect confidential information and may use it only to provide, receive, support, secure, improve, or administer the services, or as required by law.

Confidential information does not include information that is publicly available, independently developed, already known without confidentiality restrictions, or lawfully received from another source.

15. Disclaimers

Except where a written agreement expressly states otherwise, the services are provided on an "as is" and "as available" basis. We do not guarantee uninterrupted service, error-free operation, specific business results, search engine rankings, security perfection, compatibility with every third-party system, or that every issue can be resolved.

We are not responsible for delays or failures caused by events outside our reasonable control, including internet outages, upstream provider issues, power failures, attacks, labour disruptions, emergencies, legal restrictions, vendor changes, or acts of government.

16. Limitation of liability

To the fullest extent permitted by law, Nexa Systems Inc. will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, business interruption, loss of data, loss of use, or cost of substitute services.

To the fullest extent permitted by law, our total liability for all claims relating to a service is limited to the fees you paid to Nexa Systems for that specific service during the 12 months before the event giving rise to the claim. If you used a free service, trial, beta, or unpaid consultation, our total liability is limited to $100.

Some laws do not allow certain exclusions or limitations. In those cases, the limitations apply only to the maximum extent permitted by law.

17. Indemnity

You agree to defend, indemnify, and hold harmless Nexa Systems Inc., its directors, employees, contractors, suppliers, and affiliates from claims, damages, liabilities, costs, and expenses arising from your Customer Data, your end users, your use of the services, your violation of these Terms, your violation of law, or your infringement of third-party rights.

18. Governing law and disputes

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. Subject to any mandatory consumer protection rights that cannot be waived, disputes must be brought in the courts located in Ontario, Canada.

Before starting a formal dispute, each party agrees to make a reasonable good-faith effort to resolve the issue through support, billing, or management escalation.

19. Changes to these Terms

We may update these Terms from time to time. The updated version will be posted on this page with a new "Last updated" date. For material changes affecting active paid services, we will use reasonable efforts to provide notice through the website, customer portal, email, invoice message, or another practical channel.

Continued use of the services after the effective date of updated Terms means you accept the updated Terms.