Terms of Service

Nexufend GmbH Last updated: 2026-05-04

1. Parties and Scope

These Terms of Service ("Terms") govern the access to and use of the Nexufend platform and associated services (collectively, the "Service") provided by:

Nexufend GmbH Office Park 2, 5. Stock 1300 Wien Flughafen Austria Commercial Register: FN 637490 k (Landesgericht Korneuburg) VAT ID: ATU81156801 ("Nexufend", "we", "us")

By executing an Order Form, clicking "I agree", or otherwise accessing or using the Service, the legal entity identified as the customer ("Customer") agrees to be bound by these Terms. These Terms form a binding contract between Nexufend and the Customer.

These Terms apply exclusively to businesses (B2B). The Service is intended solely for use by legal entities, commercial enterprises, government bodies, and Managed Service Providers. Use by private individuals acting in a personal capacity is not permitted.

2. Definitions

"Affiliate" means any entity that (a) is controlled by, controls, or is under common control with a party, or (b) holds any ownership stake in a party, or (c) is held by any ownership stake of a party — regardless of the size or direction of that stake. "Control" means direct or indirect ownership of more than 50% of the voting interests of an entity.

"Agent" means the Nexufend software component installed on a Customer Device that collects telemetry, enforces security policies, and communicates with the Nexufend platform.

"Customer Data" means network telemetry, security event logs, device metadata, and any other data generated by or transmitted through the Agents installed on Customer Devices.

"Customer Device" means any physical or virtual machine on which a Customer installs or operates a Nexufend Agent pursuant to these Terms.

"Documentation" means the technical and user documentation made available by Nexufend for the Service, as updated from time to time.

"End Customer" means a third-party client of a Managed Service Provider that benefits from the Service pursuant to a sub-license granted under Section 6.3.

"Managed Service Provider" or "MSP" means a Customer that purchases access to the Service for the purpose of managing and securing the IT infrastructure of its own clients.

"Order Form" means a written or electronic order document executed by both parties that specifies the Subscription tier, number of Licensed Devices, fees, and contract term.

"Licensed Devices" means the maximum number of Customer Devices permitted under the applicable Order Form.

"Subscription" means the right to access and use the Service during the Subscription Term for the Licensed Devices specified in the Order Form.

"Subscription Term" means the period specified in the Order Form, commencing on the date set out therein.

3. The Service

3.1 Description

Nexufend provides a software-based network security platform that operates at the process and application level. The Service includes:

• Deployment and operation of Agents on Customer Devices
• Process-level firewall control and nano-segmentation
• AI-assisted threat detection and anomaly alerting
• End-to-end encrypted connectivity and zero-trust access management
• A cloud-based management console for policy definition, monitoring, and reporting

The Service is delivered entirely as software. No hardware is provided.

3.2 Access

Subject to these Terms and timely payment of fees, Nexufend grants the Customer a non-exclusive, non-transferable (except as permitted under Section 12), limited right to access and use the Service during the Subscription Term solely for the Customer's internal business security purposes and in accordance with the Documentation and any applicable Order Form.

3.3 Updates and Changes

Nexufend may update, modify, or discontinue features of the Service at any time. Where a change materially reduces the core functionality of the Service, Nexufend will provide at least 30 days' prior written notice. Nexufend is not obligated to maintain legacy versions of the Service.

3.4 Service Availability

Nexufend will use commercially reasonable efforts to make the Service available. Nexufend does not guarantee uninterrupted availability and is not liable for downtime caused by factors outside its reasonable control, including infrastructure maintenance, third-party service outages, or force majeure events.

4. Subscriptions, Fees, and Billing

4.1 Subscription Model

Access to the Service is provided on a per-device, per-month basis. The number of Licensed Devices and the applicable fees are set out in the Order Form.

4.2 Invoicing

Unless otherwise agreed in the Order Form:

• Fees are invoiced in advance for the applicable billing period.
• Invoices are due within 30 days of the invoice date.
• Where the Service is accessed via a self-service checkout, fees are billed automatically at the start of each billing period.

4.3 Device Adjustments and Pro-Rata Billing

Customers may adjust the number of Licensed Devices at any time through the management console or by contacting Nexufend. Increases take effect immediately. Decreases take effect at the start of the next billing cycle. Any difference resulting from a mid-cycle adjustment will be charged or credited on a pro-rata basis in the following billing period.

4.4 Price Changes

Nexufend may adjust its pricing at any time with at least 60 days' written notice prior to the next Subscription renewal. Continued use of the Service following such notice constitutes acceptance of the revised pricing.

4.5 Late Payment

Undisputed invoices not paid within 30 days of the due date may accrue interest at a rate of 9.2 percentage points above the base interest rate of the European Central Bank, in accordance with Austrian law (§ 456 UGB). Nexufend reserves the right to suspend access to the Service after providing 14 days' written notice of non-payment.

4.6 Taxes

All fees are exclusive of applicable taxes, including VAT. The Customer is responsible for all applicable taxes, levies, or duties imposed on the Service in the Customer's jurisdiction, excluding taxes on Nexufend's income.

5. Subscription Term and Termination

5.1 Initial Term

The Subscription Term begins on the start date specified in the Order Form and continues for the term specified therein (typically 12 months).

5.2 Renewal

Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription Term, the Subscription will automatically renew for successive periods equal to the initial Subscription Term at the then-current pricing.

5.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

(a) the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice; or

(b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to insolvency, bankruptcy, or similar proceedings.

5.4 Effect of Termination

Upon termination or expiry of the Subscription Term:

(a) All access rights granted under these Terms immediately cease. (b) The Customer must cease all use of the Service and remove all Agents from Customer Devices. (c) Nexufend will make Customer Data available for export for 30 days following termination, after which Nexufend will securely delete Customer Data in accordance with its data retention obligations and the applicable Data Processing Addendum. (d) Each party will return or destroy the other party's confidential information upon request.

5.5 Survival

Provisions that by their nature should survive termination will do so, including Sections 4 (outstanding fees), 6 (intellectual property), 8 (data processing and privacy), 9 (confidentiality), 10 (warranties and disclaimers), 11 (limitation of liability), and 14 (general).

6. Intellectual Property

6.1 Nexufend IP

Nexufend and its licensors retain all intellectual property rights in and to the Service, the Agents, the platform software, all related documentation, and all improvements, modifications, and derivative works thereof. The Customer acquires no ownership rights in the Service by virtue of these Terms or any Order Form.

6.2 Access Right

Nexufend grants the Customer access to the Service as described in Section 3.2. This is an access right, not a software license. No source code is provided. The Customer may not sublicense, resell, or otherwise make the Service available to third parties except as expressly permitted in Section 6.3.

6.3 MSP Sub-License

MSP Customers are permitted to make the Service available to their End Customers as part of their managed security offering, subject to the following conditions:

(a) The MSP remains fully responsible for compliance with these Terms in respect of all End Customer use. (b) The MSP must have a valid written agreement with each End Customer that imposes obligations on the End Customer no less restrictive than those in these Terms. (c) The MSP must have a valid Data Processing Addendum with each End Customer governing the processing of personal data under its managed services. (d) The MSP must not represent the Service as its own proprietary product.

6.4 Customer Data

The Customer retains ownership of Customer Data. The Customer grants Nexufend a limited, non-exclusive license to process Customer Data solely to provide the Service and as further described in Section 6.5 and the applicable Data Processing Addendum.

6.5 Service Improvement and AI Training

Nexufend may use Customer Data in aggregated and anonymized or pseudonymized form to improve its threat detection algorithms and to train internal AI and machine learning models. Such use is subject to the conditions set out in the applicable Data Processing Addendum. Nexufend will not share identifiable Customer Data with third parties for this purpose.

6.6 Feedback

If the Customer provides suggestions, ideas, or feedback regarding the Service ("Feedback"), Nexufend may use such Feedback without restriction and without any obligation to compensate the Customer. Feedback does not transfer any intellectual property rights to the Customer.

7. Customer Obligations and Acceptable Use Policy

7.1 Account Responsibility

The Customer is responsible for:

(a) ensuring that all users with access to the management console are authorized and that access credentials are kept confidential; (b) all activity that occurs under the Customer's account; (c) promptly notifying Nexufend of any unauthorized access or suspected security breach affecting the Customer's account.

7.2 Permitted Use

The Customer may use the Service only:

(a) for the Customer's own internal business security and network protection purposes, or, if the Customer is an MSP, to provide managed security services to End Customers as permitted under Section 6.3; (b) in accordance with these Terms, all applicable laws, and the Documentation; and (c) for the number of Licensed Devices specified in the applicable Order Form.

7.3 Prohibited Use

The Customer must not:

(a) use the Service to attack, probe, or interfere with systems, networks, or devices that the Customer does not own or is not authorized to manage; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code or algorithms of any component of the Service; (c) circumvent, disable, or attempt to bypass any security mechanism, access control, or audit feature of the Service; (d) use the Service in any manner that violates applicable law, including privacy, data protection, and cybersecurity laws; (e) resell, sublicense, rent, or otherwise make the Service available to third parties except as permitted under Section 6.3; (f) use the Service to develop a competing product or service; (g) use the Service in connection with the development or operation of weapons systems, offensive cyberwarfare capabilities, or any application intended to cause harm to individuals; (h) use the Service as a private individual acting in a personal capacity; or (i) remove or alter any proprietary notices, labels, or marks on the Service or Documentation.

7.4 Customer Infrastructure

The Customer is responsible for providing and maintaining the computing environment, operating systems, and network connectivity required to run the Agents. Nexufend is not responsible for interoperability issues caused by the Customer's infrastructure or third-party software.

8. Data Processing and Privacy

8.1 Data Processing Addendum

To the extent that Nexufend processes personal data on behalf of the Customer in the course of providing the Service, the parties shall enter into a Data Processing Addendum ("DPA") as required under Regulation (EU) 2016/679 ("GDPR") and applicable national data protection law. The DPA is incorporated into these Terms by reference. In the event of a conflict between these Terms and the DPA with respect to the processing of personal data, the DPA prevails.

8.2 Privacy Policy

Nexufend processes personal data of the Customer's contact persons and authorized users as a data controller for the purposes of contract management, account administration, and customer communications. Such processing is governed by Nexufend's Privacy Policy, available at nexufend.com/legal/privacypolicy.

8.3 Customer Compliance

The Customer is responsible for ensuring that any personal data submitted to the Service or processed through the Agents is handled in compliance with applicable data protection law, including obtaining any necessary legal bases, consents, or authorizations from its own employees, contractors, and end users.

9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical architecture, security methodologies, pricing, business plans, and Customer Data.

9.2 Obligations

Each party agrees to:

(a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the other party's prior written consent, except as permitted under Section 9.3; and (c) use Confidential Information solely for the purposes of performing or receiving the Service under these Terms.

9.3 Permitted Disclosures

A party may disclose Confidential Information to its employees, contractors, advisors, and Affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those in these Terms. A party may also disclose Confidential Information to the extent required by law or court order, provided it gives the other party prompt written notice (to the extent permitted by law) and cooperates with any request to seek a protective order.

9.4 Duration

Confidentiality obligations survive termination of these Terms for a period of 5 years, except with respect to information that constitutes a trade secret, for which obligations continue for as long as the information remains a trade secret under applicable law.

10. Warranties and Disclaimers

10.1 Nexufend Warranties

Nexufend warrants that:

(a) the Service will perform materially in accordance with the Documentation under normal use conditions; and (b) Nexufend will implement and maintain reasonable technical and organizational security measures to protect Customer Data, as further described in the DPA.

10.2 Customer Warranties

The Customer warrants that:

(a) it has full legal authority to enter into these Terms; (b) it will use the Service only in accordance with applicable law and these Terms; and (c) the Customer Data does not infringe any third-party intellectual property rights or violate applicable law.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXUFEND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEXUFEND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF MALICIOUS CODE, OR THAT ALL SECURITY THREATS WILL BE DETECTED OR PREVENTED.

The Customer acknowledges that cybersecurity is inherently probabilistic. The Service is a tool to reduce risk, not to eliminate it.

11. Limitation of Liability

11.1 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NEXUFEND TO THE CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS — WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE — WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO NEXUFEND IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Exclusion of Consequential Damages

IN NO EVENT WILL NEXUFEND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, EVEN IF NEXUFEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions

Nothing in these Terms limits liability for:

(a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under mandatory Austrian law.

11.4 Essential Basis

The parties acknowledge that the limitations in this Section 11 reflect the parties' agreed allocation of risk and form an essential basis of the bargain between them. Nexufend would not enter into these Terms at the stated pricing without these limitations.

12. Assignment and Affiliate Transfers

12.1 Customer Restrictions

The Customer may not assign, transfer, delegate, or otherwise dispose of these Terms or any rights or obligations hereunder, in whole or in part, without Nexufend's prior written consent. Any purported assignment in violation of this section is void.

12.2 Nexufend Assignment Rights

Nexufend may, at any time and without requiring the Customer's prior consent, assign, transfer, or novate these Terms — including the Customer's contract, account, billing relationship, and associated Customer Data — to:

(a) any Affiliate of Nexufend (as defined in Section 2), regardless of whether that Affiliate currently exists or is formed in the future; (b) any successor entity in connection with a merger, acquisition, change of control, or corporate reorganization; or (c) any acquirer of all or substantially all of Nexufend's business or assets to which these Terms relate.

For clarity, "Affiliate" under paragraph (a) includes any entity that holds a stake in Nexufend, any entity in which Nexufend holds a stake, and any entity under common ultimate ownership with Nexufend, regardless of the size or direction of the ownership interest.

12.3 Notice of Transfer

Nexufend will notify the Customer in writing no later than 30 days after the effective date of any assignment or transfer under Section 12.2. The notice will identify the transferee entity and confirm that the Customer's contractual rights and service levels are not materially reduced as a result of the transfer.

12.4 Data Transfers

Any assignment or transfer under Section 12.2 that involves the processing of personal data will be carried out in compliance with the applicable Data Processing Addendum. Any cross-border transfer of personal data will only occur under a valid legal transfer mechanism as required by GDPR and applicable data protection law.

13. Modifications to These Terms

Nexufend may update these Terms from time to time. Material changes will be communicated to the Customer by email or via the management console at least 30 days before the change takes effect. The Customer's continued use of the Service after the effective date of the revised Terms constitutes acceptance of the updated Terms. If the Customer objects to a material change, it may terminate its Subscription with written notice before the change takes effect, and Nexufend will provide a pro-rata refund of any prepaid fees covering the period after the effective termination date.

14. General Provisions

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Austria, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.2 Dispute Resolution

The parties will attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiations between senior representatives of each party for a period of 30 days following written notice of a dispute ("Escalation Period").

If the dispute remains unresolved after the Escalation Period, the parties may agree to submit the matter to non-binding mediation administered by a mutually agreed mediator before escalating to litigation. Either party may at any time seek interim or injunctive relief from a competent court without first exhausting the escalation procedures.

If the dispute is not otherwise resolved, it will be finally determined by the exclusive jurisdiction of the competent courts of Vienna, Austria.

14.3 Entire Agreement

These Terms, together with all Order Form(s) and the Data Processing Addendum, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and representations, whether written or oral.

In the event of a conflict between these Terms and an Order Form, the Order Form prevails to the extent of the specific conflict.

14.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

14.5 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No single or partial exercise of any right precludes any further exercise of that right or any other right.

14.6 Notices

All formal notices under these Terms must be in writing and delivered by email with confirmed receipt, or by registered post, to the addresses specified in the Order Form or as otherwise notified in writing. Notices to Nexufend must be sent to: legal@nexufend.com.

14.7 Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of war or terrorism, civil unrest, acts of government or regulatory authority, cyberattacks on third-party infrastructure, or widespread internet or power outages. The affected party must promptly notify the other party and use commercially reasonable efforts to resume performance as soon as practicable.

14.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

14.9 Language

These Terms are provided in English. In the event of any conflict between the English version and any translation, the English version prevails.

Nexufend GmbH — nexufend.com — legal@nexufend.com

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