Terms of Service

01Acceptance and the documents that form the agreement

You accept these Terms when you create an account, when you pay for a plan, or when you use the Service in any way, whichever happens first. If you do not accept them, do not create an account or use the Service.

The following documents are incorporated into these Terms and have the same binding force:

• Billing & Cancellation — prices, renewals, failed payments, cancellation, refunds and the right of withdrawal.
• Acceptable Use Policy — what may not be done with the Service.
• Service Levels — availability targets, maintenance, backups and support.
• Privacy Policy — how we handle personal data of the people who use the Service.
• Data Processing Agreement — the terms on which we process personal data on your behalf.
• Subprocessors — the providers involved in delivering the Service.
• Legal Notice — who we are and how to contact us.

If there is a conflict, the following order applies: (1) an Order Form signed by both parties, for what it expressly covers; (2) the Data Processing Agreement, for the processing of personal data; (3) these Terms; (4) the other documents listed above.

02Business use

The Service is a tool for businesses. It is offered to individuals and legal entities that act in the course of a trade, business, craft or profession, and by accepting these Terms you confirm that you are using it for that purpose and not as a consumer for personal, family or household needs.

This statement determines which rules apply, but it does not remove rights that the law grants you anyway. Where mandatory consumer-protection law applies to you despite this statement — for example, because the law of your country treats a business acquiring a service as its final recipient as a consumer — those mandatory rules prevail over anything in these Terms that contradicts them. The clauses on liability, withdrawal and jurisdiction are written with that in mind.

You must be of legal age and have legal capacity to enter into contracts in your country to use the Service.

03Definitions

Capitalized terms have the following meanings in these Terms and in every document incorporated into them:

• Service: the NexxoSync software-as-a-service platform, including the application, its APIs, the components that the Customer installs in its own systems (such as the Odoo connector module), the AI Assistants and the related documentation, in the version made available from time to time.
• Customer: the person or entity that has accepted these Terms, together with its users acting under its Workspace.
• Workspace: the separate environment of a Customer within the Service, where its users, Connections, Integrations, Assistants, settings and history live. Each Workspace is isolated from the others.
• User: an individual whom the Customer invites to, or allows to access, its Workspace.
• Third-Party Platform: any system not operated by NexxoSync that the Customer connects to the Service, including Mercado Libre, Shopify, WooCommerce, Tiendanube, Odoo, Producteca, the AI providers the Customer configures, and any platform added in the future.
• Connection: the link between the Workspace and one account, store or instance of a Third-Party Platform, authorized with the credentials or permissions the Customer provides.
• Integration: a configuration between two Connections that defines which data is synchronized, in which direction and with which rules. Each Integration is made up of flows; each flow moves one kind of data (for example, stock, prices, products, orders or customers) in one direction.
• Assistant: an AI-based feature of the Service that the Customer configures, such as a chatbot for the Customer's website that searches its catalog and looks up orders, or an assistant that drafts or publishes answers to questions received on a marketplace.
• Customer Data: the data that the Customer, its Users or its Third-Party Platforms provide to the Service, or that the Service processes on the Customer's instructions — including catalog, stock, prices, orders, customers, conversations with Assistants and configuration.
• Plan: the set of features, usage limits and price that the Customer subscribes to, as published on the pricing page or agreed in an Order Form.
• Order Form: a written order or proposal for the Service signed or expressly accepted by both parties, typically for custom or enterprise plans.

04Account and Workspace

To use the Service you must register with accurate information and keep it up to date — especially your email address, which is the channel we use for notices about billing, security and incidents. The account is activated once the email address is verified.

You are responsible for keeping your credentials confidential and for all activity in your Workspace, including activity by Users you invite and by anyone using API keys you create. Tell us without delay at [email protected] if you become aware of any unauthorized access.

Passwords are stored using a one-way key derivation function: we cannot see or recover your password, only let you reset it. The Service requires passwords of a minimum length and lets you close active sessions.

The person who creates the Workspace may invite other Users within the limits of the Plan and decide what they can do. The Customer is responsible for removing access for Users who should no longer have it.

Workspaces may not be transferred to a third party without our prior written consent, which we will not unreasonably withhold in the case of a genuine sale or reorganization of the Customer's business.

05The Service

NexxoSync connects the Customer's stores, marketplaces and management systems and keeps data synchronized between them according to the Integrations that the Customer configures. The Service is provided remotely: no copy of the software is sold or delivered, except for components the Customer installs in its own systems under the license that accompanies them.

What the Service does

• Reads data from one Connection, transforms it according to the rules the Customer configures and writes it to another Connection — products, variations, stock, prices, orders and customers, depending on the flows enabled.
• Keeps its own record of which item in one platform corresponds to which item in another, so that later changes reach the right place.
• Runs AI Assistants that the Customer configures on top of its catalog and orders.
• Records the history of what it did — runs, results, errors and failed jobs held for review — so the Customer can audit it.

What the Service is not

• It is not a sales channel, a payment method, a logistics service or a party to the Customer's sales. We do not take part in the relationship between the Customer and its buyers and receive no part of their payments.
• It is not a backup of the Customer's stores or systems. Each Third-Party Platform remains the place where the Customer's data lives; the Customer must keep its own backups there.
• It does not replace the Customer's obligations towards the Third-Party Platforms, its buyers or any authority.

We may improve, change or remove features of the Service, in particular to adapt to changes in Third-Party Platforms. If we remove a material feature that you are actively using on a paid Plan, we will give you at least thirty (30) days' notice, unless the change is forced on us by a Third-Party Platform or by law with less notice; in that case we will tell you as soon as we reasonably can.

06Third-Party Platforms

To perform the Service we must operate on the Customer's Third-Party Platforms. The Customer authorizes NexxoSync, for that specific purpose, to access those platforms with the credentials or permissions it provides, and to read, create, update and delete in them the data needed to carry out the Integrations and Assistants it configures.

What the Customer confirms

1. That it owns each account, store or instance it connects, or has the express authorization of the owner to operate it and to use the Service with it.
2. That its use of the Service complies with the terms, policies and rules of each Third-Party Platform involved, including their rules on personal data of buyers.
3. That it holds the rights needed for the content it synchronizes — including images and descriptions — to be published where its Integrations send it.

Our dependence on them

The Service depends on the APIs, webhooks and permissions that each Third-Party Platform offers, on the terms it decides. Those platforms can change their APIs, impose or tighten rate limits, change their permission or data-access rules, suspend an application or an account, or suffer outages — often without notice to us. When that happens, part of the Service may stop working, be delayed or behave differently until we adapt.

We will make reasonable efforts to adapt the Service to such changes, but we are not responsible for the availability, accuracy, policies or decisions of Third-Party Platforms, nor for sanctions, listing removals, restrictions or account suspensions that a Third-Party Platform applies to the Customer.

The Customer's relationship with each Third-Party Platform, including any fees it charges, is governed by that platform's own terms. That includes the AI providers the Customer configures for its Assistants: their usage is billed by them to the Customer, under their terms.

How credentials are kept

Access tokens, API keys and other credentials for Connections and AI providers are stored encrypted with AES-256-GCM, using a key kept separate from the database, and are decrypted only in memory when they are used. The Customer may revoke access at any time from the Third-Party Platform or by disconnecting the Connection in the Service.

NexxoSync is an independent product and is not affiliated with, sponsored or endorsed by Mercado Libre, Shopify, WooCommerce, Tiendanube, Odoo, Producteca or any AI provider, unless expressly stated. Their names and marks belong to their owners and are used only to identify the platforms the Service works with.

07Your responsibilities

What is synchronized, in which direction and with which rules is decided by the Customer. The Service executes the configuration the Customer sets; it does not decide which prices, stock or products are correct for the Customer's business. Accordingly, the Customer agrees to:

• Review each Integration before turning it on — in particular the direction of each flow, matching between items, price rules, stock locations and which data overwrites which.
• Use the simulation mode the Service offers where available, which shows what would change without writing to the platforms, before turning on a flow for the first time or after changing its rules.
• Check the results of the first runs and the run history, which the Service provides for exactly that purpose, and act on errors and failed jobs held for review.
• Keep the data in its source platforms correct: the Service reproduces what it reads, including mistakes (for example, a wrong price or stock figure entered at the source).
• Keep its own backups of its stores, marketplaces and systems.
• Comply with the obligations that arise from its own sales — tax, invoicing, consumer protection, fair trading, data protection and any other — which are its own and not ours.
• Use the Service in accordance with the law and the Acceptable Use Policy, and pay the price of its Plan on time.

08Plans, limits and fair use

Each Plan sets limits that the Service enforces automatically — for example, the number of Connections, Assistants, runs per month, AI tokens per month and Users. The current limits of each Plan are published on the pricing page.

Reaching a limit may cause work to be deferred or rejected until the next period or until you move to a higher Plan; it does not by itself delete anything. Because Third-Party Platforms apply their own rate limits, the Service also paces requests to them, which may delay large synchronizations.

We may temporarily limit the rate of a Workspace whose usage endangers the stability of the Service for other customers, telling the Customer why and for no longer than necessary.

Prices, payment, renewals, cancellation and refunds are governed by Billing & Cancellation.

09AI Assistants

Assistants generate text using large language models provided by third-party AI providers. Depending on the configuration, an Assistant may answer visitors on the Customer's website, search the Customer's catalog, look up the status of an order — only after the person asking provides the order number together with the email, phone or document of the purchase — or draft or publish answers to questions received on a marketplace.

Outputs may be wrong

AI outputs can be inaccurate, incomplete, outdated or inappropriate, even when the underlying data is correct. An Assistant can misstate a price, a delivery time, stock availability, a product characteristic or a policy. We do not guarantee that any output is correct or suitable for a particular purpose.

The Customer is responsible for what is published

• The Customer decides whether an Assistant answers automatically or proposes drafts for review, what data and instructions it uses and where it is shown, and is responsible for the answers published or sent in its name.
• The Customer must inform the people who interact with an Assistant that they are dealing with an automated system, where the law or the Third-Party Platform requires it.
• The Customer must not use Assistants to make decisions that produce legal effects on, or similarly significantly affect, individuals — such as granting or refusing credit, employment or access to essential services. The Service is not designed for that and does not make such decisions.
• The Customer must not present Assistant outputs as professional advice (legal, medical, financial or similar).

AI providers

Assistants run on the AI provider account the Customer configures in its Workspace, unless a Plan expressly includes a provider supplied by us. Only the text needed to answer a request is sent to the AI provider. The provider's own terms and data-use policies apply to what it receives; the Customer should choose a provider and settings consistent with its obligations.

We do not use Customer Data to train AI models, and we do not authorize AI providers to do so on our behalf.

10Customer Data

Customer Data belongs to the Customer. We acquire no ownership over it, we do not sell it, we do not share it with third parties except as needed to provide the Service (including to the Third-Party Platforms the Customer connects and to our subprocessors), and we do not use it for advertising.

The Customer grants NexxoSync a non-exclusive, worldwide, royalty-free license, limited to the term of the agreement, to host, copy, transmit, transform and display Customer Data only as needed to provide, secure and support the Service and to comply with the law.

We may produce aggregated statistics about the use of the Service — volumes, error rates, response times — to operate and improve it. Those statistics do not identify the Customer, its products, its buyers or any individual.

Where Customer Data includes personal data of the Customer's buyers or contacts, the Customer is the controller (or the equivalent role under applicable law) and NexxoSync acts as its processor, under the Data Processing Agreement. Personal data of the Customer's own Users is handled under the Privacy Policy.

Some Customer Data is deleted automatically after fixed periods — for example, run history, failed jobs and Assistant conversations — as described in the Privacy Policy and the Data Processing Agreement.

11Support access

To diagnose a problem, authorized NexxoSync personnel may need to view the configuration, history and data of a Workspace. That access is limited to what is necessary, is used only for support, security or to comply with the law, and is recorded in an audit log.

The Customer may ask that its Workspace not be accessed without its express authorization in each case, accepting that this may lengthen or prevent the resolution of a problem.

12Intellectual property and license

The Service, its software, interface, documentation, texts, designs, the NexxoSync name and logo and all related intellectual property belong to NexxoSync or its licensors. These Terms do not transfer any of those rights to the Customer.

Subject to these Terms and to payment of the applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right, for the term of the agreement, to access and use the Service for its internal business purposes — including to manage the stores of its own clients, where it has their authorization and its Plan allows it.

The Customer may not copy, modify, decompile, reverse engineer or attempt to extract the source code of the Service (except to the extent the law expressly allows it despite this restriction), resell or sublicense it, offer it under another brand, or use it to build a competing product.

Components that we distribute under an open-source license — such as the Odoo connector module, licensed under LGPL-3 — are governed by that license for what it covers. Nothing in these Terms restricts rights that such a license grants.

If the Customer sends us suggestions or ideas, we may use them freely without any obligation to the Customer.

13Confidentiality

Each party will keep confidential the non-public information of the other party that it receives in connection with the agreement, will not disclose it and will not use it for any purpose other than performing the agreement. This obligation lasts during the agreement and for three (3) years after it ends, and indefinitely for credentials and personal data.

This does not apply to information that is or becomes public without fault of the receiving party, that it already lawfully held, that it receives from a third party without a duty of confidentiality, or that it develops independently. A party may disclose information when required by law or by a competent authority, after notifying the other party where legally permitted.

14Suspension

We may suspend all or part of the Service for a Workspace in the following cases, after giving notice and a reasonable period to remedy where the nature of the problem allows it:

• Non-payment, on the terms and after the grace period described in Billing & Cancellation.
• Breach of the Acceptable Use Policy or of these Terms.
• Use that endangers the security, integrity or availability of the Service or of other customers.
• A well-founded request from a competent authority, or from a Third-Party Platform regarding the Customer's accounts or our application.

We may suspend without prior notice when there is an imminent risk of harm to the Service, to third parties or to the Customer itself — for example, compromised credentials or a flow that is corrupting data at scale. In that case we will tell the Customer the reason within twenty-four (24) hours.

During a suspension, Customer Data and configuration are kept, but Integrations and Assistants stop running and the API may answer with a payment-required or forbidden error. We will restore the Service promptly once the cause has been resolved. Suspension for non-payment does not entitle the Customer to any credit for the suspended period.

15Term and termination

The agreement starts when you accept these Terms and continues until it is terminated. Paid subscriptions run for monthly periods that renew automatically, as described in Billing & Cancellation.

Termination by the Customer

The Customer may cancel its paid subscription at any time from the application, with effect at the end of the period already paid, and may ask us to close its Workspace at any time by writing to [email protected] from the account email.

Termination by NexxoSync

• With at least thirty (30) days' notice, if we decide to discontinue the Service or the Customer's Plan. In that case we will refund the unused part of the period already paid.
• Immediately, by written notice, if the Customer commits a material breach that it has not remedied within fifteen (15) days of being asked to (or immediately for breaches that cannot be remedied, such as serious or repeated breaches of the Acceptable Use Policy).
• If a paid Workspace remains suspended for non-payment for more than sixty (60) days, after notice to the account email.

16Data export and deletion after termination

When the agreement ends or a Workspace is closed:

1. Integrations and Assistants stop, and the credentials of the Connections are deleted without delay.
2. The Customer may request, within thirty (30) days, a copy of the configuration and of the Customer Data that the Service still holds, which we will provide in a commonly used, machine-readable format.
3. After that period, the remaining Customer Data is deleted from the production systems. Residual copies in encrypted backups are deleted as those backups are rotated. We may keep the records we must keep by law (such as payment records) and aggregated data that identifies no one.
4. What the Service wrote to Third-Party Platforms stays there. Products, prices, stock and orders created or updated in the Customer's stores, marketplaces or systems are not removed, and from then on are managed entirely by the Customer.

The clauses on Customer Data, confidentiality, intellectual property, limitation of liability, indemnity, governing law and any other clause that by its nature should survive continue to apply after termination.

17Warranties and disclaimer

We will provide the Service with reasonable skill and care, substantially as described in its documentation, and with the security measures described in our Privacy Policy and Data Processing Agreement.

Beyond that commitment, and to the extent permitted by applicable law, the Service is provided "as is" and "as available". In particular, we do not warrant that:

• the Service will be uninterrupted or error-free, or that every event sent by a Third-Party Platform will be received and processed in real time;
• Third-Party Platforms will keep offering the APIs, permissions or data the Service relies on;
• the results of a configuration made by the Customer will be the ones it intended;
• outputs generated by Assistants will be accurate, complete or suitable for a purpose;
• the Service will meet requirements of the Customer that have not been agreed in writing.

Nothing in this clause excludes warranties or rights that cannot be excluded under the law that applies to the Customer.

18Limitation of liability

To the extent permitted by applicable law:

1. Neither party is liable for indirect, incidental, special or consequential damages, nor for loss of profits, sales, revenue, goodwill or business opportunity, even if it was advised of their possibility.
2. NexxoSync is not liable for damage caused by: the Customer's configuration or data (including wrong prices or stock at the source); changes, outages, limits, sanctions or decisions of Third-Party Platforms; content generated by Assistants that the Customer chose to publish or send automatically; the Customer's failure to review simulations, results or alerts; unauthorized access resulting from the Customer's failure to protect its credentials; or events beyond our reasonable control.
3. The total aggregate liability of NexxoSync arising out of or relating to the agreement, for all claims combined, is limited to the amounts the Customer actually paid for the Service in the twelve (12) months before the event giving rise to the claim, or one hundred US dollars (USD 100) if the Customer was on a free Plan during that time.

What is not limited

These limitations do not apply to: liability for wilful misconduct (dolo) or gross negligence; liability for death or personal injury; the Customer's obligation to pay the fees due; the indemnities in the next clause, where applicable law so provides; or any liability that cannot be limited or excluded under applicable law. In particular, where the Customer is a consumer under mandatory law, these limitations apply only to the extent that law allows, and they do not affect the consumer's statutory rights.

19Indemnity

The Customer will defend and hold NexxoSync harmless from claims by third parties — including buyers, Third-Party Platforms and authorities — and the resulting damages, fines and reasonable legal costs, to the extent they arise from: the Customer Data or content the Customer synchronizes or publishes; its breach of the terms of a Third-Party Platform; its processing of personal data without a legal basis; answers of its Assistants that it chose to publish; or its breach of these Terms or of the Acceptable Use Policy.

NexxoSync will defend the Customer against third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay the damages finally awarded. This does not apply to claims caused by Customer Data, by Third-Party Platforms, by combinations with products not supplied by us, or by modifications not made by us. If such a claim arises, we may modify the Service so that it no longer infringes, obtain a license, or terminate the affected part and refund the unused fees paid in advance. This clause states our entire obligation for such claims.

The party seeking indemnity must notify the other promptly, let it control the defense and cooperate reasonably. No settlement that imposes obligations on the indemnified party may be agreed without its consent.

20Changes to these Terms

We may update these Terms. The new version will be published at this address with its effective date. If a change materially affects the Customer's rights or obligations, we will notify the account email or show a notice in the application at least thirty (30) days before it takes effect, unless the change is required by law or by a Third-Party Platform with less notice.

If the Customer does not accept the new version, it may cancel before it takes effect, without penalty, and receive a refund of the unused part of the period already paid. Continuing to use the Service after the effective date means accepting the new version.

Changes that only correct errors, clarify wording or reflect new features without reducing the Customer's rights may take effect on publication.

21Governing law and jurisdiction

These Terms are governed by the laws of Argentina, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to the agreement will be submitted to the competent courts of the Province of Mendoza, Argentina, and the parties waive any other jurisdiction that might apply to them.

This does not deprive a consumer of the protection of the mandatory rules of the country where they live, nor of the right to bring proceedings before the courts of their own domicile, where the law grants that right — as is the case, among others, for consumers in Argentina and in the European Union and the United Kingdom.

Before going to court, the parties will try in good faith to resolve any dispute through direct negotiation for thirty (30) days from written notice of the claim. That attempt is not a condition for a consumer to exercise the actions the law grants them.

22Notices

We send notices to the email address registered in the Customer's account, or through notices in the application. They are deemed received on the business day after they are sent. The Customer must keep that address up to date and check it, including the spam folder.

Notices to NexxoSync must be sent to [email protected] — or, for support and billing matters, to [email protected]. Notices that the law requires to be served formally must be sent to NexxoSync, the Province of Mendoza (the full address is provided to the competent authority and to any Customer who requests it in writing), Argentina.

23General provisions

• Assignment. The Customer may not assign the agreement without our prior written consent. We may assign it as part of a merger, acquisition, reorganization or transfer of the business, with notice to the Customer, who may terminate within thirty (30) days with a refund of the unused part of the period paid if the assignment harms it.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control — including failures of Third-Party Platforms, internet or hosting providers, power outages, natural disasters, war, acts of authority or large-scale cyberattacks — for as long as those events last. Payment obligations for periods already used are not excused.
• Subcontracting. We may use subcontractors and subprocessors to provide the Service, as listed in Subprocessors, and remain responsible for their performance under these Terms.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, employment or joint venture.
• No third-party beneficiaries. These Terms do not confer rights on anyone other than the parties.
• Publicity. We will not use the Customer's name or logo in our marketing without its consent.
• Trade compliance. The Customer may not use the Service in breach of applicable export-control or sanctions laws.
• Severability. If any clause is held invalid or unenforceable, it will be limited to the minimum extent necessary and the rest will remain in force, interpreted as closely as possible to the parties' original intent.
• No waiver. Failure or delay in exercising a right is not a waiver of it.
• Entire agreement. These Terms, the documents incorporated into them and any Order Form are the entire agreement between the parties on their subject and replace any prior understanding.
• Language. These Terms are published in English and Spanish and both versions are intended to say the same thing. If they conflict, the version in the language in which the Customer contracted prevails; for Customers in Argentina, the Spanish version prevails.