Nex-XL · Legal
Terms of Service
1. The agreement
The agreement between Nex-XL and the Client is made up of these terms, the Privacy Policy, and the quotation or order form that states the Client's plan, fees and monthly limits. If the order form and these terms conflict, the order form wins for the point in question. Project work, such as a website or an Nex-Tech System project, is also governed by its quotation and by section 8. By creating an account, accepting a quotation or using Nex-XL, the Client accepts this agreement.
2. The service
Nex-XL provides four services, as stated in the Client's quotation or order form:
- WhatsApp AI reception: an AI assistant on the Client's own WhatsApp Business number that answers the Client's customers from the knowledge the Client provides, offers and books appointments in the Client's Google Calendar where the plan includes it, and gives the Client an inbox, a bookings view, an editable knowledge page and a results summary.
- Website or Facebook Messenger AI reception: the same assistant in a chat on one of the Client's existing websites, or on the Messenger of one of the Client's Facebook Pages, one channel per package.
- Nex-Tech System: order management projects that turn orders arriving in customer conversations into organised orders for the Client's team to review.
- Websites: the design and development of websites and landing pages, and related digital setup.
We may improve or change features over time; we will give reasonable notice before removing a feature the Client relies on.
3. Accounts and access
The Client is responsible for the users it invites, for keeping passwords confidential, and for everything done under its accounts. The WhatsApp Business account, the Facebook Page and Meta accounts, and the Google account connected to Nex-XL must belong to the Client and be used within Meta's and Google's own terms. The Client tells us promptly about any unauthorised use.
4. The Client's content and knowledge
The Client owns the business knowledge it writes, its conversations and its customer data. The Client grants Nex-XL a licence to store and process them only to provide, secure and improve the service. The Client is responsible for the accuracy and lawfulness of the knowledge it gives the assistant, and for having the right to share any information it includes.
5. Acceptable use
- No unsolicited or bulk marketing beyond what WhatsApp's Business and Commerce policies allow; customer opt-outs must be respected.
- No unlawful, deceptive, discriminatory or harmful content, and no impersonation.
- No attempt to access another client's data, to circumvent limits, to reverse engineer the platform, or to manipulate the assistant into behaviour outside the Client's knowledge.
- No resale or sublicensing of Nex-XL without a written agreement with Nex-XL.
6. The AI assistant
Replies are generated automatically from the Client's knowledge and may occasionally be incomplete or inaccurate. The assistant is designed to hand payment, documents, negotiation and anything outside its knowledge to a person, and the Client can pause it or take over any conversation at any time. The Client remains responsible for what is communicated to its customers and should review important matters. The assistant's replies are not legal, medical, financial or other professional advice.
7. Fees and limits
Fees for AI reception consist of a one-time setup fee and a monthly fee, as stated in the order form, which also sets the plan's limits: customers a month, AI replies per customer and AI replies a month. When a limit is reached the assistant hands the customer to the Client's team and nothing extra is charged; conversations continue to arrive in the inbox for staff. WhatsApp's own fees are charged by Meta to the Client's WhatsApp account and are not part of Nex-XL's fees. Fees and payment schedules for project work are set by its quotation. Fees exclude applicable taxes. Invoices are payable within the period stated on them; after notice, we may suspend the service for non-payment. Fees for a started billing period are not refunded unless the order form says otherwise.
8. Websites and project work
For a website, an Nex-Tech System project or other project work, the quotation sets the scope, the price, the payment schedule (such as a deposit), the number of revision rounds and the timeline.
- The Client supplies its content (such as text, images, logos and product information) and its approvals on time. Delays in either move the timeline by the same amount.
- Revisions beyond those in the quotation, and changes to the agreed scope, are quoted separately before the work is done.
- Once the Client has paid the project in full, the Client owns the delivered website's design and content and the code written specifically for it; until then, Nex-XL keeps ownership of the work. Nex-XL keeps its general tools, templates and components, and grants the Client a perpetual, non-exclusive licence to use them as part of that website.
- Domains are registered in the Client's name. Hosting, maintenance and third-party costs, such as the domain, business email and plugins, are as stated in the quotation.
- The Client confirms it has the right to use the images, logos and text it supplies, and is responsible for them.
9. Third-party services
Nex-XL depends on Meta's WhatsApp Business Platform and Facebook Messenger, on Google Calendar, on our AI provider and, for websites, on hosting providers and domain registrars. Their availability, pricing and terms are outside our control, and an outage or policy change on their side is not a breach of this agreement by Nex-XL. The Client maintains its own accounts with Meta, Google and those providers in good standing.
10. Personal data
We process personal data as described in the Privacy Policy. For the Client's customers we act on the Client's instructions. The Client is responsible for giving its customers the notices the law requires, including that an automated assistant answers on its behalf and that messages are processed to provide the service.
11. Availability and support
We use commercially reasonable efforts to keep Nex-XL available and will schedule maintenance outside Malaysian business hours where practical. Support is provided by email during business hours. Service levels apply only if a signed agreement states them.
12. Intellectual property and confidentiality
Nex-XL, its software, designs and documentation remain the property of Nex-XL; website deliverables are covered by section 8. Feedback the Client gives us may be used to improve the service without obligation. Each party keeps the other's non-public information confidential and uses it only for this agreement.
13. Suspension and termination
Either party may end the agreement with 30 days' written notice, effective at the end of the current billing period. Project work has no billing period: the Client may cancel a project by written notice before it is delivered, and then pays for the work done up to the cancellation, unless the quotation states otherwise, for example for the deposit. We may suspend the service immediately for non-payment after notice, for a breach of section 5, or where continuing would create legal risk. On termination the Client has 14 days to export its data, after which it is deleted within 30 days as described in the Privacy Policy.
14. Warranties and liability
To the extent permitted by law, Nex-XL is provided as described in this agreement and otherwise "as is". Nex-XL's total liability for all claims in any 12-month period is limited to the fees the Client paid for the service in the three months before the first claim. For claims about project work, Nex-XL's total liability in any 12-month period is instead limited to the fees the Client paid for the project concerned. Neither party is liable for indirect or consequential loss, including lost sales or profits. Nothing in this section limits liability that cannot be limited by law.
15. General
This agreement is governed by the laws of Malaysia, and the courts of Malaysia have jurisdiction. If a clause is found unenforceable, the rest remains in force. We may update these terms; material changes are announced to clients by email at least 14 days before they take effect, and continued use after that date is acceptance.