Terms of Service

1. DEFINITIONS

1.1. “Nextin Cube“, “we“, “us” or “our” shall mean: in case you are a Customer based in India, NEXTIN CUBE SOLUTION LLP., a company with its registered office at No. 203,204, C1, SAUDAMINI COMMERCIAL COMPLEX, Paud Road, Bhusari Colony, Kothrud, Pune, Maharashtra 411038.; or in case you are a Customer based in any other jurisdiction, NEXTIN CUBE SOLUTION LLP., with its registered office at the same address.

1.2. “You“, “your” or “Customer” shall mean an individual or legal entity who is signing up for any kind of Services from us, irrespective of the nature or duration of the Services. Customer’s details, including name of the contracting entity and the authorized representative, are as provided in the accompanying Order Form.

1.3. “Affiliate” means, (i) with respect to any party other than a natural person, any other person who holds or in which such party holds 50% or more of the paid-up share capital, directly or indirectly, or is controlling, controlled by or under common control with such party; (ii) in the case of any party that is a natural person, any other person who is a relative of such party as per the provisions of the act.

1.4. “Acceptable Use Policy” or “AUP” shall mean our Acceptable Use Policy set out at https://crm.nextincube.com/privacy_policy/.

1.5. “Billing Cycle” shall mean a duration cycle (like month, quarter, year) for which billing is done in one go, as indicated in the Order Form.

1.6. “Consulting Services” shall mean the professional services provided to the Customer by Nextin Cube Solution, which may include training services, installation, integration or consulting services.

1.7. “Customer Data” shall mean any information submitted to the Nextin Cube Solution Platform by the Customer.

1.8. “Disclosing Party” shall have the meaning set out in Clause 6.1.1.

1.9. “Effective Date” shall mean the date of your acceptance of these Terms of Service.

1.10. “Force Majeure” shall mean an act of war, hostility, sabotage, act of God, epidemic, pandemic, electrical, internet or telecommunication outage, cyber-attacks, government or regulatory restrictions, change in law applicable to the Services or any other event outside the reasonable control of Nextin Cube Solution.

1.11. “Nextin Cube Solution Platform” shall mean the suite of applications available at https://crm.nextincube.com/ or any of its sub-domains.

1.12. “Order Form” shall mean the form submitted by you, with your details and the Services opted by you, with relevant Service terms, pricing and payment terms.

1.13. “Person” means any natural person, sole proprietorship, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity, or any other entity.

1.14. “Planned Downtime” shall mean the period during which the Services may be shut down for planned maintenance. To the extent possible and reasonable, such downtime will be scheduled during non-business hours.

1.15. “Receiving Party” shall have the meaning set out in Clause 6.1.1.

1.16. “Service Fees” shall mean the amounts the Customer is required to pay for using any of the Services.

1.17. “Services” shall collectively mean the Subscription Services and the Consulting Services.

1.18. “Start Date” shall mean the date of commencement of the Subscription Services.

1.19. “Subscription Fees” shall mean the fees payable by the Customer for the Subscription Services.

1.20. “Subscription Services” shall mean the provisions of access to the Nextin Cube Solution Platform.

1.21. “Subscription Term” shall mean the initial term of the Subscription Services commencing from the Start Date.

1.22. “Users” mean individuals authorized by Customer to access Subscription Services.

2. SCOPE OF SERVICES

2.1 Subscription Services

2.1.1. During the Subscription Term, we will grant the Customer a non-transferable, non-exclusive, worldwide right to permit Users authorized by the Customer to access and use the Nextin Cube Solution Platform for its internal business purposes. The Customer shall not use the right granted hereunder for purposes of product evaluation, benchmarking or other comparative analysis intended for publication.

2.1.2. You may, at any time, subscribe to additional features of the Subscription Services by executing an additional Order Form.

2.1.3. We may update the Nextin Cube Solution Platform from time to time, without adversely affecting the Subscription Services. We make no representations as to future features and functionalities.

2.1.4. Subscription Services will not be made available during Planned Downtime or Force Majeure.

2.2 Consulting Services

2.2.1. Consulting Services will be provided by us in accordance with the relevant Order Form. Unless otherwise agreed, Consulting Services will be performed remotely and rendered in English.

2.3 Third Party Service Providers or Third-Party Software

2.3.1. We may use third-party service providers, including application service providers and hosting service providers, for rendering any of the Services hereunder without seeking further consent from you. Nextin Cube Solution will however, not be responsible for any third-party service providers engaged by you.

3. USE OF SUBSCRIPTION SERVICES

3.1. Acceptable Use

3.1.1. You will comply with the Acceptable Use Policy. Specifically, you will not:

• Use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce.
• Use the Subscription Services in any manner that damages, disables, overburdens, or impairs any of our websites.
• Attempt to gain unauthorized access to the Subscription Services.
• Make the Services available to anyone other than authorized Users.
• Sell, resell, rent or lease the Services unless explicitly permitted.
• Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material.
• Use the Services to store or transmit malicious code.
• Create derivative works based on the Services or the Software unless authorized.
• Reverse engineer the Services or the Software.

3.2. Service Usage Limitations

3.2.1. The scope of the Subscription Services will be as set out in the relevant Order Form.

3.2.2. We reserve the right to monitor usage of the Subscription Services by you to determine if the use is within relevant Service usage limitations. Any overuse may lead to pro-rata additional billing or suspension of Subscription Services.

3.3. Intimation of Unauthorized Use

3.3.1. You are responsible to ensure that the Subscription Services are used in accordance with these Terms of Service and will notify us immediately of any unauthorized use by sending an email to info@nextincube.com.

4. FEES AND PAYMENT TERMS

4.1.1. Subscription Fees

• Towards Subscription Services, you will pay the Subscription Fees set out in the relevant Order Form.
• In case of overuse of Subscription Services, we shall be entitled to charge an additional fee for such overuse on a pro-rata basis.
• Subscription enables you to use the Subscription Services during the Subscription Term. In case usage is below the limitations, we will not be liable to refund any Subscription Fees.
• Any downgrades to the product or base package must be intimated by you with a minimum 90 days’ prior written notice.

4.1.2. Consulting Fees and Expenses

Any fee associated with Consulting Services will be captured in the relevant Order Form. For Consulting Services performed on-site, you will reimburse us for all expenses incurred.

4.1.3. Payment Terms

All Subscription Fees are due and payable in advance throughout the Subscription Term, prior to the commencement of the relevant Billing Cycle. Service Fees are non-refundable and payment obligations are non-cancellable unless expressly set out otherwise.

4.1.4. Invoicing

We will invoice you prior to the beginning of the initial Subscription Term. All amounts invoiced are due and payable within 15 (fifteen) days from the date of the invoice. In case of delayed payments, we will be entitled to apply interest at 1.5% per month or the maximum permissible under law.

4.1.5. Taxes

All Service Fees are exclusive of applicable taxes, levies, cesses and other charges applicable thereon, which shall be borne by the Customer.

5. OWNERSHIP AND PROPRIETARY RIGHTS

5.1. Nextin Cube Solution Rights

We own or have rights to all worldwide intellectual property rights in and to the Nextin Cube Solution Platform and the Services. All suggestions, enhancement requests, feedback, or other inputs provided by you shall be owned by us.

5.2. Customer Rights

You shall have ownership rights over all Customer Data and you hereby grant us the worldwide, limited, non-exclusive license to access and use the same for the purpose of rendering the Services.

5.3. Using Customer’s name and logo

You hereby permit us to use your name, website address and logo in our marketing material during and after active engagement.

6. CONFIDENTIALITY

6.1. “Confidential Information” means all confidential information disclosed by a party to the other party. However, Confidential Information shall not include any information that is or becomes generally known to the public without breach of any obligation.

6.2. The Receiving Party shall use the same degree of care to protect Confidential Information that it uses to protect its own confidential information of like kind.

7. CUSTOMER DATA PROTECTION

7.1. We shall adopt and maintain industry standard organizational and technical safeguards for the protection of the security, confidentiality and integrity of Customer Data.

7.3. As you collect the Customer Data and determine the mode of processing, you shall be the controller, and we the processor, for the purpose of applicable data privacy laws.

7.4. We may monitor use of the Subscription Services by all its customers and use such data in an aggregate and anonymous manner.

8. TERM, RENEWAL, SUSPENSION AND TERMINATION

8.2. The Subscription Term shall commence on the Start Date. The Subscription Term will renew automatically unless you send a non-renewal notice in writing to info@nextincube.com at least 15 days prior.

8.4. Neither party will terminate these Terms of Service or an Order Form, without cause or for convenience prior to the expiry of the relevant term.

8.5. Suspension of Services: We may suspend access to your account after giving you 15 days’ prior written notice, in case any amounts remain due and payable. Nextin Cube Solution may also suspend access with immediate effect if there is a violation of Acceptable Use Policy or applicable laws.

8.6. Termination for Cause: Either party may terminate for cause upon 30 days’ prior written notice on grounds of a material breach.

9. INDEMNITY

Either party shall defend, indemnify and hold the other party harmless against any loss, damage or costs incurred in connection with claims, demands, suits, or proceedings made or brought against the other party due to breach of the representation and warranties set forth in these Terms of Service.

10. DISCLAIMERS & LIMITATIONS OF LIABILITY

EXCEPT AS EXPRESSLY UNDERTAKEN HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND NEXTIN CUBE SOLUTION MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES. CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO NEXTIN CUBE SOLUTION IN THE 6 MONTH PERIOD PRECEDING THE CLAIM OR USD 5000, WHICHEVER IS LESSER.

11. EXPORT CONTROL

These Terms of Service are subject to any restrictions concerning the export of products or technical information from the United States or other countries.

12. ANTI-CORRUPTION

The Customer hereby represents and warrants that neither the Customer nor any agent has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses.

13. GENERAL PROVISIONS

13.1. FORCE MAJEURE: Neither party shall be responsible for failure or delay in performance if caused by Force Majeure.

13.3. SEVERABILITY: If any provision is held invalid, the remainder shall remain in full force and effect.

13.7. NOTICE: Notices shall be given in writing via hand delivery, courier or by registered post. Email: info@nextincube.com.

13.8. GOVERNING LAW: These Terms of Service shall be governed by and construed in accordance with the laws of India. Arbitration shall be administered by Presolv360 with the juridical seat of arbitration in Bangalore, India.

13.11. CONTACT INFORMATION: You can contact us at info@nextincube.com.