Nexus Management System - Terms of Use
Effective Date: June 24, 2026
Version: 1.0 (Production Release)
Agreement Between: The independent developer of the Nexus Management System (“the Service Provider”) and the utilizing organization (“the Client”).
1. Acceptance of Terms
By downloading, installing, configuring, or using the Nexus Management System (“the Software”), you represent and warrant that you have the legal authority to bind your organization to these Terms of Use. If you do not possess such authority, or if the Client does not agree to all of these terms, you must immediately cease use of the Software, disconnect any integrated cloud accounts, and uninstall all local components.
2. Grant of License & Hosting Modality
The Service Provider grants the Client a non-exclusive, non-transferable, and revocable license to use the Software for internal organizational purposes. The scope of this license and the associated liabilities are governed by the Client’s selected hosting modality:
- Modality A: Self-Hosted (On-Premise): The Client elects to host the relational databases on their own privately managed servers. The Service Provider retains no physical, remote, or administrative access to the Client’s databases and assumes no liability for data loss, server downtime, or hardware failure.
- Modality B: Nexus-Hosted (Cloud Infrastructure): The Client elects to utilize the Service Provider’s managed cloud database infrastructure. While the Service Provider guarantees reasonable uptime and strict logical isolation of the Client’s data, the Client remains the sole owner of their data and is responsible for their own localized backups.
- Intellectual Property: This agreement does not grant the Client any ownership rights, copyrights, or distribution rights to the Software’s underlying source code, visual design, or the proprietary
settings.json configuration architecture. The Client retains absolute ownership over all data inputted into the system.
3. Client Responsibilities
The Client is strictly responsible for all activities occurring under their instance of the Software. This includes, but is not limited to:
- Access Management: Maintaining the confidentiality of system access credentials, database passwords, and local configuration files. The Client is responsible for promptly revoking Software and database access for terminated personnel or unauthorized users.
- Lawful Use & POPIA Compliance: Ensuring that the capture, processing, and storage of member data complies with South African law, specifically the Protection of Personal Information Act (POPIA). The Client is solely responsible for obtaining explicit, lawful consent from their members before entering their personal data into the Software.
- Google Workspace Integrity: Maintaining their connected Google Workspace account in good standing. The Client is responsible for ensuring their Google account has sufficient Google Drive storage capacity to accommodate the folders, files, and reports generated by the Software.
- Data Accuracy: Ensuring that all information inputted into the system (including Member details, Inventory, and Events) is accurate, up-to-date, and legally obtained.
4. Integrated Cloud Services & API Authentication
Unlike standard software integrations, the Software authenticates Google Workspace connections via a centralized Google Cloud Project managed and maintained by the Service Provider.
- Authorization: By completing the OAuth 2.0 handshake, the Client grants the Software permission to manage specific files, folders, calendars, and forms within the Client’s own Google Workspace for the sole purpose of system functionality.
- Architecture Distinction: The centralized Google Cloud Project is utilized strictly for API authentication and credentialing. It does not act as a passthrough or storage server for the Client’s Google data.
- Service Availability & Third-Party Dependencies: The Service Provider is responsible for the technical maintenance of the API project credentials. However, the Service Provider shall not be held liable for system interruptions caused by Google’s global infrastructure outages, the deprecation of specific Google APIs, or changes to Google’s core Terms of Service.
5. Data Privacy and Security
- Incorporation by Reference: The collection, storage, processing, and security of all personal and organizational data inputted into the Software are governed by the official Nexus Management System Privacy Policy, which is hereby incorporated into these Terms of Use by reference.
- Data Ownership: The Client retains absolute ownership and sovereign rights over all relational data, documents, and records managed through the Software. The Service Provider will not access, share, mine, or sell Client data under any circumstances.
- Google API Compliance: The Service Provider guarantees that access to Google API data is strictly limited to the operational needs of the Software. In accordance with Google’s requirements, the Service Provider shall not use, transfer, or disclose Google user data for advertising, marketing, or any purpose unrelated to the Software’s core functionality.
- POPIA Acknowledgment: Both parties contractually acknowledge their respective roles under the South African Protection of Personal Information Act (POPIA). The Client operates strictly as the “Responsible Party,” and the Service Provider operates as an “Operator” solely when the Client selects the Nexus-Hosted modality.
6. Fees, Payments, and Service Suspension
Access to and continued use of the Software is subject to the timely payment of fees as outlined in the Client’s specific service agreement or invoice (e.g., Monthly Subscription or Annual License).
- Scope of Fees: For Self-Hosted clients, fees cover the active Software license, system updates, and the ongoing maintenance of the centralized Google API authentication project. For Nexus-Hosted clients, fees additionally cover the provisioning, maintenance, and security of the cloud database infrastructure.
- Taxes: Unless otherwise stated, all fees are exclusive of value-added tax (VAT) or other applicable South African taxes, which the Client agrees to pay where legally required.
- Suspension of Service: In the event of non-payment or account arrears, the Service Provider reserves the right to suspend the Client’s access to the Software.
- For Nexus-Hosted clients, this includes the temporary suspension of database read/write access.
- For all clients, suspension includes the immediate revocation of the Software’s OAuth connection to Google Workspace APIs, halting all automated file generation, calendar syncing, and form management until the account is settled.
7. Limitation of Liability and Warranties
- “As-Is” Provision: The Software is provided on an “as-is” and “as-available” basis. The Service Provider makes no representations or warranties of any kind, express or implied, regarding the Software’s operation, uninterrupted availability, or fitness for a particular organizational purpose.
- Exclusion of Consequential Damages: To the maximum extent permitted by South African law, in no event shall the Service Provider be held liable for any indirect, incidental, special, or consequential damages. This includes, without limitation, damages for loss of profits, business interruption, loss of data, or reputational damage arising from the use or inability to use the Software.
- Financial Liability Cap: Should the Service Provider be found liable for any direct damages, the total cumulative liability shall not exceed the total amount of fees paid by the Client to the Service Provider during the twelve (12) months immediately preceding the event giving rise to the claim.
- Data Loss Exception: The Service Provider assumes absolutely no liability for data loss, corruption, or security breaches resulting from the Client’s mismanagement of their Self-Hosted servers, compromised local hardware, or failure to secure their Google Workspace credentials.
8. Termination and Governing Law
- Termination: Either party may terminate this service agreement. The Client may terminate by providing written notice and ceasing all use of the Software. The Service Provider reserves the right to terminate or suspend this agreement immediately, without prior notice, if the Client materially breaches any provision of these Terms (including, but not limited to, non-payment, unauthorized distribution of the Software, or unlawful data processing).
- Effect of Termination: Upon termination, the license granted to the Client is immediately revoked. The Client must permanently uninstall the Software and destroy all local configuration files. For Nexus-Hosted clients, the Service Provider will securely and permanently destroy the Client’s tenant-specific databases within thirty (30) days of termination, in strict accordance with the Privacy Policy.
- Governing Law: These Terms of Use shall be governed by, construed, and enforced in accordance with the laws of the Republic of South Africa.
- Jurisdiction: Any legal action, dispute, or proceeding arising out of or relating to these Terms or the use of the Software shall be subject to the exclusive jurisdiction of the competent courts located within South Africa.