NEXA AI Terms of Service

Version 1.2.0. Effective date: 15 May 2026.

These Terms of Service (the "Terms") are a binding agreement between NEXA AI LTD, company number 517299947, of Tel Aviv, Israel ("NEXA AI", "we", "us"), and the business that accepts them ("Customer", "you").

1. Acceptance and structure

1.1 Acceptance. You accept these Terms by accepting them at signup, by signing an Order Form that refers to them, or by using the Services. The person accepting confirms that they are at least eighteen (18) years old and are authorized to bind you, and we may rely on that.

1.2 Business use only. The Services are sold business to business, for use in your trade or business, and are not offered to consumers. Travelers are not parties to these Terms and gain no rights under them.

1.3 The agreement. The agreement between us consists of these Terms and each Order Form we both accept. If an Order Form conflicts with these Terms, the Order Form applies, with one exception: our right to change fees under clause 7 applies in every case, unless the Order Form names clause 7 and states expressly that it varies it. A price stated in an Order Form or a quote is the price at that time. It does not freeze the price.

1.4 Cancellation Policy for Israel. For a Customer that contracts with us in Israel, the NEXA AI Cancellation Policy published at https://www.nexadirect.ai/cancellation-policy forms part of this agreement, and prevails over clauses 6.5 and 12.2 to the extent of any conflict.

1.5 Privacy Policy. The Privacy Policy at https://www.nexadirect.ai/privacy-policy explains how we handle personal data. It is a notice document, not a contract term, except where clause 9 refers to it.

1.6 Versions and record of acceptance. These Terms carry a version number and an effective date, both shown at the top. We keep every superseded version and make it available on request. When you accept these Terms we record the version accepted, the date and time, the account and user, and the IP address from which acceptance was given, and we keep that record for at least twelve (12) months after the agreement ends. We may produce it to a payment processor or a card issuer as evidence of your authorisation under clause 6.11.

2. Definitions

2.1 "Account" means your account for the Services, including its users, credentials, settings, connected properties and records.

2.2 "Customer Data" means all data you or your users put into the Services, or that we receive from your systems, including listings, rates, availability, property records and Reservations. "Guest Data" is the part of it that is personal data about Travelers.

2.3 "Unit" means one bookable room or one apartment made available through the Services. Where the same space is sold both as a whole and as separately bookable parts, each separately bookable listing counts as one Unit. A "Listed Unit" is a Unit made available through the Services at the relevant time, whether or not it is bookable on any particular date and whether or not anyone books it. A Unit stays a Listed Unit until you remove it under clause 5.1.

2.4 "Order Form" means an ordering document we both agree, setting out the Services purchased, the price per Listed Unit and the term.

2.5 "PMS" means the property management system you use, to which you give us API access.

2.6 "Reservation" means a booking of your accommodation by a Traveler, recorded in the PMS or the Booking Engine.

2.7 "Services" means the AI Connector, the Booking Engine, the NEXA Panel at https://app.nexadirect.ai, our APIs and any other service we provide under an Order Form.

2.8 "Traveler" means a person or business that seeks or makes a Reservation with you.

2.9 "Booking Website" means a separate branded booking site, on its own domain or subdomain, that runs on the Booking Engine. "Additional Booking Website" means each Booking Website after the first one in your Account.

2.10 "Trial Period" means the trial period described in clause 6.2A, and "Plan Confirmation" means your express confirmation under clause 6.2A that you want to continue with the paid plan and that we may start charging you.

2.11 "Direct Booking Value" for a billing period means the total booking value, as recorded in the PMS or the Booking Engine, of all Reservations created in that period whose booking source is a direct channel, including Reservations recorded as manual, direct, NEXA, website or booking engine bookings. It excludes Reservations whose source is a third party online travel agency or marketplace.

2.12 "Monthly Cap" has the meaning given in clause 6.2.

3. The Services

3.1 AI Connector. Subject to these Terms and payment of our fees, we will provide the Services set out in the Order Form, and you may take the AI Connector and the Booking Engine separately or together. The AI Connector makes your properties, rates and availability discoverable through AI driven surfaces and sends interested Travelers to your own booking flow. The booking is completed in your flow, on your terms, with your payment provider.

3.2 Booking Engine and PMS integration. The Booking Engine is licensed to you for the term to run under your brand and domain, for your own accommodation only; you may not copy it, resell it or reverse engineer it. We connect to your PMS through its API, and Reservations are pushed to the PMS so that you manage them in your normal system.

3.3 Optional analytics script. We offer an optional script you may install on your own website so that booking events appear in your reporting in the NEXA Panel. It is not a condition of any Service. If you install it, the Reservations it records may be included in the Direct Booking Value under clause 6.2B. If you install it, clause 9.7 applies.

3.4 What NEXA AI is not. We are not an online travel agency, travel agent or reseller of accommodation. We are not the merchant of record for any payment a Traveler makes to you, and we never hold, collect or pay out Traveler money. We are the merchant of record for the subscription fees you pay us under clause 6. We are not a party to any Reservation or to any contract between you and a Traveler. We are not your agent or partner and cannot contract on your behalf. We do not set, approve or guarantee your rates, availability, cancellation policy or terms of stay.

3.5 Changes and exclusivity. We may change, add or withdraw features, and will give reasonable notice before a change that materially reduces core functionality you pay for. We may serve other businesses, including your competitors, and you are not required to use us exclusively.

4. Your account and your obligations

4.1 Account. You are responsible for everything that happens in your Account, for keeping credentials and API keys confidential, for the acts of your users and contractors, and for removing access for people who no longer need it. Tell [email protected] without delay if your Account may have been accessed without authority. Keep your Account contact, billing contact and payment method current; notices we send to the addresses in the Account are validly given.

4.2 Accurate data. Keep your listing content, images, rates, fees, availability and cancellation policies accurate and current, however supplied. You are solely responsible for that data and for any claim arising from it.

4.3 Honoring Reservations. You must honor every confirmed Reservation on the terms on which it was made, and must not cancel, relocate or re-price it except under your own published policies or where the law or a genuine force majeure event requires it. Repeated failure to do so is a material breach.

4.4 PMS connection. Keep a working PMS connection for the term, with valid credentials and the permissions we reasonably need to read listings, rates, availability and Reservations and to write Reservations. Tell us before you change or migrate your PMS. Your PMS contract, and any API fee that provider charges, are yours.

4.5 Lawful operation. You must operate lawfully, hold every license, registration and permit needed for short term accommodation in your locations, meet your tax obligations on the stay, and comply with applicable consumer, sanctions and advertising law. Show evidence if we reasonably ask.

4.6 Your own guest facing documents. You are solely responsible for your guest facing terms, cancellation policy, house rules and privacy notice, and for keeping them consistent with Reservations made through the Services.

4.7 Acceptable use and cooperation. You must not use the Services to list accommodation you have no right to offer, to publish unlawful, misleading or infringing content, to send unlawful marketing, or to interfere with the Services or another customer. You must give us the access and cooperation we reasonably need to provide the Services, and we are not liable for a delay caused by your not doing so.

5. Listed Units and how they are counted

5.1 Keep the count accurate. Keep the number and identity of your Listed Units accurate and current in the NEXA Panel and in the PMS records you make available to us. A Unit becomes a Listed Unit when it is first made available through the Services, and stops being one when you remove it in the NEXA Panel or from those PMS records, and not before. Record an addition or removal promptly, so that the invoice for the period reflects the actual days.

5.2 Verification. We may check the number of Listed Units and the Direct Booking Value at any time from the records in the NEXA Panel and from the data we receive through the PMS API. The records in the NEXA Panel are the agreed source of truth for the count, the Direct Booking Value and our fees, subject to clause 5.4. You must not block that check or configure your PMS permissions so as to withhold listing, property, unit or Reservation source and value data from us.

5.3 If the count is understated. If a check shows more Listed Units than we have billed, we may invoice the difference for each billing period in which the Unit was a Listed Unit but was not billed, back to the date it was first made available, with interest under clause 6.8. Repeated or deliberate understatement is a material breach.

5.4 Invoice queries. Raise any invoice or unit count query in writing to [email protected] within ten (10) business days of the invoice date, identifying the Units and periods concerned. We will review it in good faith and issue a correction or credit if it is upheld. If no query is raised in that period the invoice is final, except in the case of fraud or a manifest error.

6. Fees and payment

6.1 Subscription with a performance discount, not a commission. The Services are charged as a software subscription priced per Listed Unit. The subscription includes a performance discount under clause 6.2B, which reduces the fee in any month in which your direct channel earns less, down to zero when it earns nothing. The discount is measured by reference to the Direct Booking Value, but it is not a fee on Reservations: we take no share of any Reservation, we are not paid by Travelers, and we never hold or collect Traveler money.

6.2 The price and the Monthly Cap. The subscription fee is USD 10.00 per Listed Unit per month, unless the Order Form states a different price. It covers the Services set out in the Order Form, including one Booking Website. For each Additional Booking Website, the fee increases by USD 5.00 per month for each Listed Unit offered on that Additional Booking Website, unless the Order Form states a different price. The total of these amounts for a billing period is the "Monthly Cap", and it is the most you will be charged for that period.

6.2A Trial period. A new Customer receives a Trial Period of fourteen (14) days, starting on the day the Account is activated, for onboarding and setup of the Services. No fees accrue for the Trial Period, and you may cancel at any time during it under clause 6.12 at no charge. The paid subscription does not start automatically. Before the Trial Period ends, we will ask the Account contact to give a Plan Confirmation, in the NEXA Panel or in writing by email. We start charging only after we receive your Plan Confirmation, and fees accrue only from the day after it is given. If you do not give a Plan Confirmation, the Trial Period ends, the Services stop, and nothing is charged. The Trial Period is offered once per Customer, including its affiliates, and we may refuse or end a trial where we reasonably suspect abuse.

6.2B Performance discount. The fee for a billing period is the lower of (a) the Monthly Cap and (b) ten percent (10%) of the Direct Booking Value for that period. If the Direct Booking Value for a period is zero, the fee for that period is zero. Direct Booking Value is counted in the billing period in which each Reservation is created, at its booking value as recorded at that time. For example, with 100 Listed Units and one Booking Website the Monthly Cap is USD 1,000: a Direct Booking Value of USD 0 results in a fee of USD 0; USD 5,000 results in USD 500; USD 10,000 results in USD 1,000; and USD 100,000 still results in USD 1,000.

6.3 How the count is measured. The Monthly Cap for a billing period is calculated on the Listed Units in that period. A Unit that was a Listed Unit for the whole period is charged in full. A Unit added or removed during the period is charged pro rata for the days on which it was a Listed Unit. The Additional Booking Website part of the Monthly Cap is calculated in the same way, for each Listed Unit on each Additional Booking Website, pro rata for the days on which that Unit was offered on it.

6.4 Billing cycle. The billing period is one calendar month and is billed in arrears. At the start of each month we invoice and charge for the previous month, based on the Listed Units and the Direct Booking Value in that month. Nothing is charged in advance for a future period. So a month with 40 Listed Units throughout has a Monthly Cap of USD 400, and is charged the lower of USD 400 and 10% of that month's Direct Booking Value, on or about the first day of the following month.

6.5 Non refundable. Fees are charged for Services already provided and are non refundable, except where the law requires otherwise or where we agree otherwise in writing. Where an amount has been overcharged, we refund or credit the difference under clause 6.15.

6.6 Payment method. You must keep a valid payment card or other accepted payment method on file, and and, from your Plan Confirmation, you authorize us and our payment processors to charge it for all amounts due, including subscription fees, pro rata amounts, amounts invoiced under clause 5.3, interest and taxes, on or after the invoice date without asking you again. Where more than one method is stored, we may charge the default one.

6.7 Currency. All amounts are payable in US Dollars or in Euros, as stated at signup or in the Order Form. Bank, card and conversion charges are yours.

6.8 Failed payment and suspension. If a charge fails or an invoice is unpaid we may retry the charge, and may suspend the Services, AI Connector routing, API access or the Account on notice if the amount is still unpaid seven (7) days after the due date. Suspension does not stop fees accruing. Overdue amounts carry interest at the rate permitted by applicable law from the due date until payment, together with our reasonable costs of collection.

6.9 Taxes. All fees are exclusive of VAT, sales and similar taxes, which you pay in addition. You are solely responsible for all taxes on the stay, including tourist, occupancy and lodging taxes, and for your own income taxes. If you must withhold tax, you must increase the payment so that we receive the full invoiced amount, unless the law prevents this.

6.10 No set off. Pay all amounts in full, without set off, counterclaim or deduction, except where the law requires otherwise.

6.11 Recurring billing authorisation. By accepting these Terms, storing a payment method and giving a Plan Confirmation you authorise us, and our payment processors on our behalf, to charge that method automatically once per calendar month, in arrears, for the Services provided in the preceding month, starting only from your Plan Confirmation under clause 6.2A and continuing until the subscription is cancelled. Storing a payment method during the Trial Period does not by itself authorise any charge. The amount is not fixed: it is calculated each month by the formula in clauses 6.2, 6.2B and 6.3 and varies with the number of Listed Units, the number of Additional Booking Websites on which they are offered, the days on which each was listed, and the Direct Booking Value. We issue the invoice for a period before we charge for it, so you see the amount before it is taken. This authorisation continues for the term and ends when the subscription ends under clause 12.

6.12 How to cancel. You can cancel the subscription at any time from the NEXA Panel at https://app.nexadirect.ai, or by email to [email protected]. Cancellation takes effect as set out in clause 12.2, and no fee accrues for any period after the Services stop. There is no cancellation fee.

6.13 Statement descriptor. Charges appear on your card statement as Nexa AI. If you do not recognise a charge, contact [email protected] before contacting your card issuer.

6.14 Card data. You submit card details on a payment page hosted by our payment processor. We do not receive or store full card numbers, and we hold only a payment token and truncated card details. Each processor is responsible for its own PCI DSS compliance, and we maintain the self assessment applicable to us. You confirm that you are authorised to use the payment method you store and that it is a business payment method.

6.15 Billing questions and chargebacks. If you believe an invoice or a charge is wrong, contact [email protected] within thirty (30) days of the invoice date. We will respond within five (5) business days and correct any overcharge by refund or credit. Raising a chargeback or a payment dispute with your card issuer without first contacting us is a breach of these Terms. Where a chargeback is raised, we may suspend the Services under clause 6.8 until it is resolved, and we may recover the amount together with any fee our processor charges us.

7. Changes to fees

7.1 We may change the subscription fee, including the price per Listed Unit, the fee for Additional Booking Websites, the performance discount rate under clause 6.2B, the definition of Direct Booking Value and the way Units are counted under clause 6.3, on thirty (30) days prior written notice, meaning an email to the Account contact and a notice in the NEXA Panel.

7.2 A change takes effect at the start of the first billing period beginning after the notice period ends, and applies to every billing period from that date.

7.3 Your only remedy for a change under this clause is to terminate by written notice given before the change takes effect, with termination effective the day before it takes effect. If you do not terminate before that date, the change applies. Fees accrued before termination remain payable.

7.4 No exit cost if you leave because of an increase. If you terminate under clause 7.3 because of an increase, that termination carries no early termination fee, no minimum term liability and no non renewal charge, and no fee is charged for any period after termination.

7.5 As stated in clause 1.3, this clause applies despite anything in an Order Form, unless the Order Form names it and varies it expressly.

8. Traveler payments

8.1 The Traveler pays you directly, on your website or through your own payment gateway connected to the Booking Engine. We never hold, receive or control Traveler money.

8.2 You are solely responsible for payment processing, your gateway and acquirer relationships, fraud screening, refunds, chargebacks, deposits and damage claims, compliance with card network rules and PCI DSS in your own environment, and for the stay itself, including guest communication, complaints and safety. We have no liability for a Traveler payment, a failed or reversed authorization, a chargeback, a fraudulent booking, a payment dispute, a refund or a Traveler's conduct.

9. Data protection and Customer Data

9.1 Your data is yours. As between us, Customer Data, including Guest Data, remains yours. You are the controller for Traveler personal data. We act as your processor for Guest Data, for the Reservation records we receive through the PMS integration and the Booking Engine, and for booking events recorded by the optional analytics script if you install it.

9.2 What we do with Guest Data. We process Guest Data only on your documented instructions, which are to route Travelers, complete and record Reservations, push Reservations to the PMS, show you your booking records in the NEXA Panel, provide support, keep the Services secure and comply with the law. We never sell Guest Data, never use it for advertising, and never use it to profile individuals across unrelated websites. We do not use the identity of any Traveler to calculate our fees. Our fees are calculated from the number of Listed Units and from the booking value, creation date and booking source of Reservations, under clause 6.

9.3 Where your data is stored. Customer Data is stored with our hosting provider, Cloudraw, which hosts our systems in the Netherlands and Finland. Payments for your subscription are handled by our payment processors. Apart from Cloudraw and our payment processors, we use no other third party processor for Customer Data. If that changes we will tell you before the new provider starts processing Customer Data, and you may terminate under clause 12.2 if you do not accept the change.

9.4 Our commitments as processor. We will keep Customer Data confidential and require the same of our staff; apply security measures appropriate to the risk, including encryption in transit and at rest, access on a need to know basis and logging of administrative access; tell you without undue delay after we become aware of a personal data breach affecting Customer Data; give you reasonable help with requests from individuals and with breach notification, at your cost where the work is more than routine; process Customer Data only on your instructions unless the law requires otherwise; and delete or return it on termination under clause 12.6. We remain responsible for Cloudraw and our payment processors as if their acts were our own.

9.5 Our own records. We are an independent controller, not your processor, for your business contact details, billing and collection records, login and audit logs, support correspondence, security and fraud logs, and usage data describing how the Services are used. We use them to run the Account, invoice and collect our fees, prevent fraud, keep the Services secure, improve them and defend or bring a claim. The Privacy Policy describes that processing.

9.6 Your authority and our license. You confirm that you have the authority and a lawful basis to instruct us to connect to your PMS and to receive, store and process the records it contains, and that Customer Data infringes no third party right. You grant us a non exclusive, royalty free license for the term to host, copy, transmit, display and process Customer Data to provide, secure, support and improve the Services, count Listed Units, calculate fees and comply with the law. We may create and use aggregated and de-identified data that identifies no individual, customer or property.

9.7 If you install the optional analytics script. Your website is yours and you are the controller for its visitors. You are solely responsible for your own cookie and tracking notice covering the script, and for obtaining and recording any consent the law requires before it runs. We do not provide your consent mechanism and are not responsible for it.

9.8 Card data. Card data for your subscription payments is handled by our payment processors, whose names we will give you on request. We do not store full card numbers and receive only tokens and truncated card details.

10. Intellectual property and confidentiality

10.1 Ownership. We and our licensors own all rights in the Services, the NEXA Panel, the Booking Engine, our APIs, the analytics script, the underlying software, models, documentation and our trademarks, and no license is granted except as expressly stated here. You own your Customer Data, website content, brand and trademarks, and nothing transfers those to us.

10.2 Brand use. You may present the Booking Engine under your own brand and domain. Unless the Order Form says otherwise, we may keep a discreet attribution notice in the interface or source, and will remove it on request at our discretion. You grant us a license during the term to use your name, logo, property names, images and descriptions solely to provide the Services, present your properties in AI driven surfaces and operate the Booking Engine under your brand. You may use our name and logo solely to identify us as your service provider. Neither of us may name the other in a press release, case study or other marketing without prior written consent, which may be given in the Order Form and withdrawn on thirty (30) days notice.

10.3 Feedback. If you give us suggestions or feedback we may use them freely, without attribution or payment, and you assign to us all rights in them.

10.4 Confidentiality. "Confidential Information" means information one of us discloses to the other that is marked confidential or that a reasonable business person would treat as confidential, including the Order Form, pricing and discounts, product plans and security information. Each of us will use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to staff, advisers and subcontractors who need it and are under similar obligations. These duties do not apply to information that is or becomes public without breach, was already lawfully known without a duty of confidence, is lawfully received from a third party, or is independently developed, and either of us may disclose where the law requires, giving the other prompt notice where lawful. You must not disclose the Order Form, the subscription fee or any discount to anyone other than your professional advisers, except where the law requires. These duties continue for three (3) years after the agreement ends, and indefinitely for trade secrets and personal data.

11. Warranties, disclaimers and liability

11.1 Our service warranty. We warrant that we will provide the Services with reasonable skill and care and substantially in line with our published documentation. Your exclusive remedy for breach of this warranty is that we re-perform the affected Services or, if we cannot within a reasonable period, refund or credit the fees paid for the affected Service for the affected period.

11.2 No guarantee of outcomes. We do not warrant or guarantee any volume, value or quality of Travelers, referrals, Reservations or revenue; any ranking, placement or inclusion of you or your properties in any AI answer, recommendation, list or search result; that any third party AI platform, model, assistant, search engine or aggregator will accept, index, surface, cite or keep supporting our integrations, or that its behavior, policies, ranking or pricing will stay the same; that the Services will be uninterrupted or error free; or the accuracy of any output generated by an artificial intelligence system, which you must review before relying on it.

11.3 Disclaimer. To the maximum extent permitted by law, and except as expressly stated here, the Services are provided "as is" and "as available", and we disclaim all other warranties and conditions, express or implied, including merchantability, satisfactory quality, fitness for a particular purpose and non infringement. We are not liable for the acts, omissions, outages or policy changes of any third party, including AI platforms, PMS, payment, hosting and domain providers and Travelers.

11.4 Excluded loss. To the maximum extent permitted by law, neither of us is liable for loss of profit, revenue, anticipated savings, business or opportunity, loss of goodwill, loss or corruption of data, or any indirect or consequential loss. This does not limit your obligation to pay fees.

11.5 Cap. Subject to clause 11.6, each party's total liability arising out of or in connection with this agreement is limited to the total fees paid or payable by you in the twelve (12) months immediately before the first event giving rise to the claim, or, where the agreement has run for less than twelve (12) months at that date, the total fees paid or payable up to that date. The cap is a single aggregate amount and does not reset.

11.6 Carve outs. Nothing limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your indemnity under clause 11.7, for your obligation to pay fees, for a deliberate breach of clause 10.4, or for any liability that cannot lawfully be limited.

11.7 Your indemnity. You will defend and indemnify us and our officers, employees and affiliates against all claims, damages, fines, losses, costs and reasonable legal fees arising from your accommodation, listing content, rates, availability data or guest facing terms; any claim by a Traveler about a Reservation, stay, payment, refund or chargeback; your breach of clause 4.5, 4.6 or 9.7; your breach of applicable law, including licensing, tax, consumer and data protection law; or any claim that Customer Data infringes a third party right.

11.8 Our indemnity. We will defend and indemnify you against a third party claim that the Services, as provided by us and used in line with this agreement, infringe that party's intellectual property rights, subject to the cap in clause 11.5. This does not apply to a claim arising from Customer Data, your brand assets, modification of the Services, combination with anything we did not supply, or use in breach of this agreement. If such a claim arises we may obtain the right for you to continue, modify or replace the Services so they do not infringe, or terminate the affected Services, in which case no further fee accrues for them.

11.9 Indemnity procedure. The indemnified party must notify the other promptly, give it control of the defense and settlement and cooperate at that party's cost, and no settlement admitting liability for the indemnified party may be made without its consent.

12. Term, suspension and termination

12.1 Term. This agreement starts on the earlier of acceptance under clause 1.1 and the effective date in the Order Form, and runs for the initial term in the Order Form, renewing automatically for further periods of the same length unless either of us gives written notice of non renewal at least thirty (30) days before the end of the current term. If no Order Form states a term, it runs month to month.

12.2 Termination by you. You may cancel at any time under clause 6.12, without a reason and without a cancellation fee. The Services stop on the date you ask for, or within three (3) business days of your notice if you do not name a date. Fees accrue only up to the date the Services stop, and are invoiced under clause 12.5. Where the Order Form states a minimum term, cancelling before the end of that term does not remove your obligation to pay the fees for the remainder of it, and no minimum term liability arises where clause 7.4 applies.

12.2A Termination by us. We may terminate on thirty (30) days written notice, effective at the end of the current billing period. Either of us may terminate immediately if the other commits a material breach that cannot be remedied or is not remedied within fifteen (15) days of written notice, or becomes insolvent or stops carrying on business.

12.3 Suspension. We may suspend all or part of the Services, including AI Connector routing, API access and the Account, on notice where reasonably practicable, if an amount is overdue under clause 6.8, if we reasonably believe there is a security risk, abuse or unlawful use, if you are in material breach of clause 4.5 or clause 5.1, if the law or a third party platform requires it, or if your PMS connection or listing data is so inaccurate that routing Travelers to you would mislead them. We will lift the suspension promptly once the cause is resolved. Suspension does not extend the term or reduce fees.

12.4 Effect of termination. On termination all licenses end, you must stop using the Services, remove the analytics script if installed and remove our branding, all accrued fees become immediately due, and we will disconnect the PMS integration within a reasonable period.

12.5 Final invoice. Because fees are billed in arrears, termination does not create a refund. The final invoice covers the Services up to the termination date, calculated pro rata under clause 6.3, and is issued and charged in the ordinary cycle. No fee accrues for any period after the termination date.

12.6 Your data after termination. For thirty (30) days after termination you may export your Customer Data through the NEXA Panel or ask us for an export in our standard format. After that we will delete or de-identify it, except where the law requires us to keep it, where it is needed to collect an amount you still owe, or where it sits in routine backups, which are overwritten on our ordinary backup cycle. We may refuse an export while an amount is overdue.

12.7 Survival. Clauses 1.3, 1.6, 2, 3.4, 5.3, 5.4, 6, 8, 9.5, 9.6, 10, 11, 12.4 to 12.7 and 13 survive termination, together with any clause that by its nature is meant to survive.

13. General

13.1 Assignment. You may not assign or transfer this agreement without our prior written consent, which we will not unreasonably withhold. We may assign it to an affiliate or in connection with a merger or sale of all or substantially all of our business, on notice. We may use subcontractors and remain responsible for them; providers that process Customer Data are governed by clause 9.3.

13.2 Force majeure. Neither of us is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, strike, failure of utilities or telecommunications, government action and hosting provider failure. This does not excuse payment. If the event lasts more than sixty (60) days, either of us may terminate on notice.

13.3 Notices. Notices must be in writing. Notices to us go to [email protected], and billing notices to [email protected]. Notices to you go to the email address on the Account and, where they relate to the Services or to fees, may also be given in the NEXA Panel. Email notice is treated as given on the next business day after sending, unless the sender receives a delivery failure.

13.4 Governing law and venue. This agreement, and any dispute arising out of or in connection with it, is governed by the laws of the State of Israel, and the competent courts of Tel Aviv-Jaffa, Israel have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.5 Changes to these Terms. We may update these Terms on at least thirty (30) days prior notice of a material change, given by email to the Account contact and by notice in the NEXA Panel. The change takes effect on the stated date and continued use after that date is acceptance. If you do not accept a material change, your remedy is to terminate before it takes effect. Fee changes are governed by clause 7.

13.6 Entire agreement and variation. This agreement is the whole agreement on its subject matter and replaces all earlier proposals and understandings on it. Neither of us relies on any statement not set out in it, but nothing excludes liability for fraudulent misrepresentation. No purchase order or vendor portal terms of yours have any effect, even if we acknowledge them. A variation is effective only if agreed in writing by both of us, except for changes made under clause 7 or clause 13.5.

13.7 Severability and relationship. If a provision is held invalid it is modified to the minimum extent needed to make it enforceable, or severed if that is not possible, and the rest continues in force. A delay in exercising a right is not a waiver of it. Nothing creates a partnership, joint venture, employment or agency relationship, and neither of us may bind the other. An Order Form may be signed in counterparts and by electronic signature.