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Terms of Service

The terms governing your use of our platform and services.

Terms of Service

These Terms of Service ("Terms") govern access to and use of the software platforms, applications, and services (collectively, the "Services") provided by Nexure Lab ("Nexure Lab," "we," "us," or "our"), a software company based in Chattogram, Bangladesh.

By creating an account, subscribing to, or otherwise using any Service provided by Nexure Lab, including NexPro and any custom or client-specific instance built on it, you ("Client," "you," or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, do not use the Services.

1. Description of Services

Nexure Lab provides:

  • Platform Access. Hosted, subscription-based access to Nexure Lab's software products, including but not limited to NexPro (inventory, POS, purchasing, sales, accounting, and e-commerce modules), delivered as a web-based application accessible via a link provided by Nexure Lab.
  • Custom Development Services. Bespoke software, web, and application development delivered on a project basis, separately scoped and agreed in writing.

Where a Client's use of a Service is based on a customized instance derived from Nexure Lab's core platform, that customization remains part of the Services and is subject to these Terms unless a separate written agreement states otherwise.

2. Access Model

2.1 Hosted Access Only. The Services are provided on a Software-as-a-Service ("SaaS") basis. Nexure Lab retains, hosts, operates, and maintains all underlying source code, infrastructure, and databases. Clients are granted access to a hosted instance via a secure link and login credentials. No source code, executable files, or underlying architecture is provided, transferred, or licensed to the Client under these Terms, unless explicitly agreed in a separate written source code license agreement.

2.2 Subscription-Based. Access to the Services is provided on a recurring subscription basis, as set out in the applicable order form, invoice, or subscription plan agreed with the Client.

2.3 Client-Specific Instances. Where Nexure Lab creates a customized instance of its platform for a Client, that instance, and any custom features built for the Client, remain part of Nexure Lab's proprietary platform and are subject to Section 4 (Intellectual Property) below.

3. Account Registration and Client Responsibilities

  • Clients must provide accurate registration and billing information and keep it up to date.
  • Clients are responsible for maintaining the confidentiality of login credentials and for all activity that occurs under their account.
  • Clients must notify Nexure Lab promptly of any unauthorized access or security breach involving their account.
  • Clients are responsible for the accuracy and legality of any data they input into the Services, such as inventory, customer, or financial records.

4. Intellectual Property

4.1 Ownership. Nexure Lab owns all right, title, and interest in and to the Services, including all software, source code, design, documentation, trademarks, and any modifications, customizations, or derivative works created for or on behalf of a Client, unless expressly assigned in a separate signed agreement.

4.2 No Transfer of Rights. Nothing in these Terms transfers ownership of any intellectual property to the Client. The Client receives only a limited, non-exclusive, non-transferable right to access and use the Services for its internal business purposes during the term of its subscription.

4.3 Client Data. As between Nexure Lab and the Client, the Client retains ownership of the business data it inputs into the Services, such as product records, transactions, and customer information. Nexure Lab may process this data solely to provide, maintain, and support the Services, as further described in our Privacy Policy.

5. Acceptable Use

The Client agrees not to, and not to permit any third party to:

  • Copy, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services.
  • Scrape, crawl, or extract data from the Services outside of normal, intended use.
  • Resell, sublicense, redistribute, or provide access to the Services to any third party without Nexure Lab's prior written consent.
  • Use the Services to build a competing product or service.
  • Attempt to bypass any security, access control, or subscription limitation mechanism.
  • Use the Services for any unlawful purpose or in violation of any applicable law or regulation.

Violation of this section may result in immediate suspension or termination of access, in addition to any other remedies available to Nexure Lab.

6. Fees and Payment

  • Subscription fees are billed as set out in the applicable plan or invoice, such as monthly, quarterly, or annually.
  • Fees are non-refundable except as expressly stated in these Terms or as required by applicable law.
  • Nexure Lab reserves the right to change subscription pricing with reasonable prior notice to the Client, effective from the next billing cycle.
  • Failure to pay fees when due may result in suspension of access to the Services until payment is received.

7. Service Availability and Support

  • Nexure Lab will use commercially reasonable efforts to keep the Services available and operational, but does not guarantee uninterrupted or error-free access.
  • Scheduled maintenance will be communicated in advance where reasonably possible.
  • Support scope, response times, and any service level commitments are as set out in the Client's subscription plan or a separate Service Level Agreement, if applicable.

8. Data Security and Privacy

Nexure Lab implements reasonable technical and organizational measures to protect Client data. Details of how data is collected, stored, and processed are set out in our Privacy Policy, which forms part of these Terms by reference.

9. Term and Termination

9.1 Term. These Terms remain in effect for as long as the Client maintains an active subscription to any Service.

9.2 Termination by Client. The Client may cancel their subscription at any time in accordance with the cancellation terms of their specific plan.

9.3 Termination by Nexure Lab. Nexure Lab may suspend or terminate a Client's access immediately, without refund, if the Client breaches these Terms, fails to pay applicable fees, or engages in conduct that Nexure Lab reasonably believes is harmful to the Services, other clients, or Nexure Lab itself.

9.4 Effect of Termination. Upon termination, the Client's right to access the Services ends immediately. Nexure Lab will provide reasonable assistance, at the Client's request and cost, to export the Client's data within a limited period following termination, after which the data may be permanently deleted.

10. Disclaimer of Warranties

The Services are provided "as is" and "as available." Nexure Lab disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by applicable law.

11. Limitation of Liability

To the maximum extent permitted by law, Nexure Lab shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to the use of the Services. Nexure Lab's total aggregate liability for any claim arising under these Terms shall not exceed the fees paid by the Client in the three months preceding the event giving rise to the claim.

12. Indemnification

The Client agrees to indemnify and hold Nexure Lab harmless from any claims, damages, liabilities, and expenses, including reasonable legal fees, arising from the Client's misuse of the Services, violation of these Terms, or violation of any third-party rights.

13. Changes to These Terms

Nexure Lab may update these Terms from time to time. Material changes will be communicated to Clients via email or through the Services with reasonable advance notice. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of Bangladesh, without regard to its conflict of law principles. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Bangladesh.

15. Contact

For questions about these Terms, please contact:

Nexure Lab
Chattogram, Bangladesh
Email: info@nexurelab.com