Terms and Conditions of Use

For the purposes of these Terms and Conditions, "Nexvala", "we", "our" or "the Company" means Nexvala. "Platform" means the Nexvala SaaS software, including the website, applications, functionalities and services made available through the platform. "Customer" means the company or other organisation subscribing to the Services. "User" means a person authorised by the Customer to access and use the Platform. "Customer Data" means all data, documents, information and content uploaded or entered into the Platform by the Customer or its Users.

By accessing the Platform, creating an account or using the Services, the Customer agrees to be bound by these Terms and Conditions. If the User accepts these Terms on behalf of an organisation, they represent that they have the necessary authority to bind that organisation. If these Terms are not accepted, the Platform and Services may not be used.

Nexvala provides a cloud-based software platform for managing industrial quality processes, including, depending on the subscribed plan, supplier management, part numbers, non-conformities, corrective actions, product validation, documentation and other quality processes. Available functionalities may vary depending on the plan, any purchased add-ons and updates to the Platform.

The Customer is responsible for the accuracy of the information provided during registration and must keep it up to date. The Customer is also responsible for managing its Users' accounts and must ensure that access credentials remain confidential. Credentials must not be shared between different individuals. The Customer is responsible for all activities carried out through its accounts and must inform Nexvala without undue delay in the event of unauthorised access or suspected compromise.

Access to the Services is provided on the basis of a subscription. The duration, functionalities and, where applicable, number of included Users depend on the subscribed plan. The subscription automatically renews for subsequent periods of the same duration unless cancelled in accordance with the plan and these Terms.

The prices for the Services are those indicated at the time of subscription, unless otherwise agreed in writing between Nexvala and the Customer. Prices may change for new subscriptions or changes to the plan. Any changes applicable to existing active subscriptions will be communicated with reasonable advance notice.

Where Nexvala has expressly approved 30-day payment terms, the relevant invoices must be paid within 30 days from the invoice date, unless otherwise agreed in writing. Approval of Net 30 terms is subject to Nexvala's assessment and acceptance and does not constitute an automatic right of the Customer.

Where offered, Nexvala may provide a free or promotional trial period. During the trial period, the Customer may use the functionalities made available under the conditions communicated at registration. Nexvala reserves the right to modify or discontinue a trial offer without affecting trial periods that have already been expressly confirmed.

Payments must be made using the payment methods made available by Nexvala or its payment service providers. The Customer authorises Nexvala, directly or through its payment provider, to charge amounts due for the subscription. In the event of non-payment, Nexvala may suspend access to the Services until the outstanding amounts have been settled.

The Customer retains all rights to the Customer Data entered into the Platform. The Customer is responsible for ensuring that it has the necessary rights, authorisations and legal bases to collect, use and upload such data to the Platform. Nexvala processes Customer Data to the extent necessary to provide, maintain, protect and improve the Services.

The processing of personal data carried out in connection with the Services is governed by Nexvala's Privacy Policy and, where applicable, data processing agreements between Nexvala and the Customer. The parties undertake to comply with applicable data protection legislation, including Regulation (EU) 2016/679 (GDPR), to the extent applicable to their respective activities.

The Platform, software, code, design, trademarks, logos, documentation, content and all related intellectual property belong to Nexvala or its licensors and are protected by applicable law. These Terms do not transfer any ownership rights in the Platform to the Customer. The Customer is granted only a limited, non-exclusive, non-transferable and revocable licence to use the Services during the validity of the subscription.

The Customer and Users may not use the Platform for illegal, fraudulent or unauthorised activities. It is prohibited to attempt to compromise the security of the Platform, obtain unauthorised access to accounts or data, interfere with the operation of the Services, conduct reverse engineering except to the extent permitted by law, distribute malware or use the Platform to cause harm to Nexvala, other customers or third parties.

Nexvala endeavours to keep the Platform continuously available and operational but does not guarantee uninterrupted or error-free operation. Services may be temporarily unavailable due to scheduled maintenance, updates, security interventions, technical issues, failures of third-party providers or events beyond Nexvala's reasonable control.

Nexvala may update, modify, improve or replace Platform functionalities over time. Such changes may include security fixes, performance improvements, new functionalities or interface changes. Nexvala may also remove obsolete functionalities where reasonably necessary for the evolution of the Service.

Nexvala may temporarily suspend access to the Platform where necessary for security reasons, to prevent unlawful or unauthorised use, in the event of a material breach of these Terms or in the event of non-payment of amounts due. Where reasonably possible, Nexvala will inform the Customer before suspension and take measures proportionate to the circumstances.

The Customer may terminate its subscription in accordance with the terms applicable to the subscribed plan. Nexvala may terminate or end the subscription in the event of a material breach of these Terms, persistent non-payment or unlawful use of the Services. Termination of the subscription results in the loss of the right to access and use the Platform.

Following termination of the subscription, the Customer may lose access to Customer Data stored on the Platform. Where provided and technically available, Nexvala may allow the Customer to export its data within a reasonable period following termination. After that period, Nexvala may delete the data in accordance with its retention and deletion procedures.

Nexvala may create backup copies of data to ensure business continuity, security and Service recovery. Backups are subject to procedures and retention periods defined by Nexvala. Backups do not constitute a long-term data storage or archiving service for Customer Data.

Nexvala may collect and analyse information relating to use of the Platform, Service performance and technical events in order to ensure security, reliability, maintenance and improvement of the Services. Data used for aggregated or statistical analysis may, where applicable, be processed in aggregated or anonymised form.

The Platform may use or integrate with services, infrastructure or tools provided by third parties. Such services may be necessary for functionalities such as hosting, authentication, payments, communications, analytics or data management. Use of third-party services may be subject to their respective terms and conditions and privacy notices.

Nexvala may communicate with the Customer by email or other channels associated with the account to provide information relating to the Service, security, billing, maintenance and other administrative matters. Essential Service communications may be sent even where the Customer has not opted in to marketing communications.

To the maximum extent permitted by applicable law, Nexvala shall not be liable for indirect, incidental, special or consequential damages, or for loss of profits, revenue, business opportunities or data arising from the use of or inability to use the Services. The Customer acknowledges that Nexvala is a tool supporting quality management processes and that the Customer remains responsible for its operational decisions, industrial processes and compliance of its products and services.

Nexvala shall not be liable for delays or failure to perform its obligations where such events are caused by circumstances beyond the Company's reasonable control, including, by way of example, natural disasters, wars, terrorist acts, epidemics, infrastructure outages, widespread network failures, governmental measures, strikes or unavailability of essential providers.

Nexvala may modify these Terms where necessary to reflect changes to the Services, applicable law or its business practices. Material changes will be communicated through reasonable means before they enter into force. Continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by Italian law, unless otherwise required by mandatory provisions of applicable law. The provisions of these Terms shall be interpreted in accordance with applicable mandatory rules.

The parties undertake to seek in good faith to resolve any dispute relating to the Services or these Terms through direct discussion before taking further action. Unless otherwise required by mandatory applicable law, disputes shall be subject to the jurisdiction determined in accordance with applicable Italian law.

If any provision of these Terms is deemed invalid, unlawful or unenforceable, that provision shall be interpreted or modified to the minimum extent necessary to make it enforceable. The invalidity of one provision shall not affect the validity of the remaining provisions of these Terms.

These Terms, together with any documents expressly referenced herein, constitute the entire agreement between Nexvala and the Customer regarding the use of the Services and supersede any prior agreements or understandings concerning the same subject matter, unless otherwise expressly agreed in writing by the parties.

For questions regarding these Terms, the Service or the contractual relationship with Nexvala, the Customer may contact Nexvala using the official contact details made available on the Platform or website.