Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the NexaDesk platform and related services (the “Service”) operated by Nexa Systems Inc (“we”, “us”, or “our”), a company incorporated in Ontario, Canada. By creating an account or using our services, you agree to be bound by these Terms and our Privacy Policy.

1. Service Description

NexaDesk is an AI-powered customer chat platform that enables businesses to manage conversations across multiple channels, including web chat, WhatsApp, and email. The platform provides features such as AI-assisted replies, lead capture, contact management, visitor tracking, team collaboration, and analytics.

2. Account Registration and Responsibilities

To use NexaDesk, you must create an account and provide accurate, complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Ensuring that all users within your organisation comply with these Terms
• Promptly notifying us of any unauthorised access to your account

You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or your organisation. We reserve the right to refuse service, terminate accounts, or restrict access at our sole discretion.

3. Communications

By creating an account, you consent to receiving service-related communications from us, including product updates, security notices, and billing notifications. You may also receive marketing communications, which you can opt out of at any time via the unsubscribe link in emails or by contacting [email protected].

4. Subscriptions & Billing

Paid plans are billed in advance on a monthly or annual basis as selected during subscription. All fees are quoted in Canadian dollars unless otherwise stated.

• Payment is processed securely through Stripe. We do not store your full credit card details.
• Subscriptions automatically renew at the end of each billing cycle unless you cancel before the renewal date.
• Usage-based charges (e.g., message volume, AI usage) are metered and billed in arrears.
• You are responsible for all applicable taxes associated with your use of the service.
• If automatic billing fails, we may issue an electronic invoice or suspend your account until payment is received.

5. Free Trial

• We may offer a free trial period for new users. Billing information may be required at sign-up.
• You will not be charged during the free trial period.
• Unless you cancel before the trial ends, your Subscription will automatically begin, and you will be billed accordingly.
• We reserve the right to modify or discontinue free trial offers at any time without notice.

6. Fee Changes

We may modify Subscription fees at any time. Fee changes will take effect at the start of the next billing cycle following notice of the change. Your continued use of the Service after a fee change constitutes your acceptance of the new fees.

7. Refund Policy

Refunds are provided at our sole discretion. Annual plans may be eligible for a prorated refund if cancelled within the first 30 days. If you are not satisfied with the Service, you may contact us at [email protected]. Violations of these Terms or the Fair Usage Policy forfeit eligibility for refunds.

8. Fair Usage Policy

To ensure service quality for all users:

• We monitor usage for patterns that may indicate automated abuse, excessive consumption, or behaviour that degrades service quality for other users.
• Sharing account credentials or reselling access to the Service without authorisation is strictly prohibited.
• Automated or programmatic access to the Service beyond documented API usage is not permitted without prior written consent.
• Violations may result in immediate account suspension or termination without prior notice, and no refund will be issued.

9. WordPress Plugin & Chat Widget

By installing and using the NexaDesk WordPress Plugin or embedding the chat widget on your website:

• You acknowledge that the plugin collects visitor data as described in our Privacy Policy, including IP addresses, browsing behaviour, device information, geographic location, and form submissions.
• You are the Data Controller for visitor data collected through the widget on your website. Nexa Systems Inc acts as the Data Processor on your behalf.
• You are responsible for informing your website visitors about the data collection through your own privacy policy and obtaining any required consents under applicable laws (including GDPR, PIPEDA, CCPA, and other data protection regulations).
• You agree not to use the visitor tracking features to collect sensitive personal data (health records, financial data, government identifiers) without appropriate legal basis and safeguards.
• You may configure tracking settings (enable/disable page view tracking, click tracking, scroll depth tracking, form submission capture) and IP exclusion filters through the NexaDesk dashboard.
• You are responsible for ensuring that your use of the tracking features complies with all applicable laws in the jurisdictions where your website operates.

10. AI Features

NexaDesk includes AI-powered features such as suggested replies, conversation summaries, and automated responses. You acknowledge that:

• AI-generated content may not always be accurate and should be reviewed before sending to customers
• You are responsible for all messages sent from your account, whether manually composed or AI-assisted
• AI-generated content should not be relied upon as professional advice (legal, medical, financial, or otherwise)
• Data sent to AI processing services is governed by our data processing agreements. Your data is not used to train third-party AI models.

11. Acceptable Use

You agree not to use NexaDesk to:

• Send unsolicited messages, spam, or bulk communications in violation of applicable laws
• Transmit malicious code, viruses, or any material that could harm our systems or other users
• Harass, threaten, defame, or discriminate against any individual
• Violate any applicable local, provincial, national, or international law or regulation
• Infringe upon the intellectual property rights of others
• Attempt to gain unauthorised access to our systems, other accounts, or connected third-party services
• Collect or harvest personal information of end users without proper consent
• Interfere with or disrupt the integrity or performance of the service
• Engage in any activity that damages the Company’s reputation or goodwill

We reserve the right to suspend or terminate accounts that violate these terms without prior notice.

12. WhatsApp Channel Terms

If you connect a WhatsApp Business channel through NexaDesk, you additionally agree to comply with Meta’s WhatsApp Business Policy and Commerce Policy, obtain proper consent from customers before initiating WhatsApp conversations, use approved message templates for business-initiated conversations as required by WhatsApp, and maintain a valid WhatsApp Business Account in good standing.

NexaDesk acts as a Business Solution Provider (BSP) facilitating your use of the WhatsApp Business Platform. We are not responsible for actions taken by Meta regarding your WhatsApp Business Account.

13. API Usage

NexaDesk may provide API access for integration purposes. When using our API, you agree to use API keys securely and not share them publicly, respect rate limits and usage quotas as documented in our API documentation, not use the API in a manner that degrades the service for other users, and not reverse-engineer or attempt to extract the source code of our API or platform.

We may modify, restrict, or discontinue API access at any time with reasonable notice.

14. Data Ownership

You retain full ownership of all data you and your customers generate through NexaDesk, including conversation content, contact records, and any other information uploaded or created within your account (“Your Data”).

You grant us a limited licence to process Your Data solely for the purpose of providing and improving the NexaDesk service. We will not access, use, or share Your Data except as described in our Privacy Policy or as required by law.

Upon termination, you may export Your Data for up to 30 days. After this period, we will delete Your Data in accordance with our data retention policy.

15. Intellectual Property

The NexaDesk platform, including its design, software, branding, and documentation, is the property of Nexa Systems Inc and is protected by Canadian and international intellectual property laws. These Terms do not grant you any right to use our trademarks, logos, or branding without our written consent.

You retain ownership of all content you upload to the Service (knowledge base documents, training data, etc.). By uploading content, you grant us a limited licence to use it solely for the purpose of providing the Service to you.

16. Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use such feedback for any purpose without obligation of compensation or attribution to you.

17. Disclaimer of Warranty

The Service is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will function uninterrupted, securely, or error-free, that results will be accurate or reliable, or that any defects will be corrected.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Nexa Systems Inc and its directors, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of NexaDesk. This includes, without limitation, loss of profits, data, business opportunities, or goodwill.

Our total aggregate liability for any claim arising under these Terms shall not exceed the amount you paid to us in the twelve (12) months preceding the event giving rise to the claim.

19. Indemnification

You agree to indemnify and hold harmless Nexa Systems Inc and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including legal fees) arising from your use of the Service, your violation of these Terms, your violation of any rights of a third party, your failure to comply with applicable data protection laws when using visitor tracking features, or content you upload or make available through the Service.

20. Termination

Either party may terminate these Terms at any time. You may cancel your account through the platform settings or by contacting us.

• Upon termination, your access to NexaDesk will cease and your data will be handled as described in the Data Ownership section above.
• We may terminate or suspend your account immediately if you breach these Terms or engage in conduct that we reasonably believe harms other users or the platform.
• Sections relating to data ownership, limitation of liability, indemnification, and governing law survive termination.

21. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

22. Changes to the Service

We reserve the right to withdraw, modify, or discontinue any aspect of the Service at our sole discretion, without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

23. Changes to These Terms

We may modify these Terms at any time. We will provide at least 30 days’ notice of material changes by posting the updated Terms on this page and notifying you via email or in-app notification. Continued use of NexaDesk after the effective date of changes constitutes acceptance of the revised Terms.

24. Severability & Waiver

If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

25. Contact Us

If you have questions about these Terms, please contact us:

Nexa Systems Inc
Brampton, Ontario, Canada
Email: [email protected]
Facebook: NexaDesk on Facebook
Website: nexadesk.ai