Terms of Service

Applicability and order of precedence

These terms apply to access to and use of the Naxerio Platform by customers, their authorised users and third parties they admit to the platform.

• Purchasing, IT, security, processing or other terms of customers or third parties only apply if Naxerio has accepted them in writing.
• A specific deviation accepted in writing by both parties prevails over the provision it deviates from. The data processing agreement prevails for the processing of personal data.
• Mandatory law always prevails.

The Naxerio Platform and scope

Naxerio is a business SaaS platform supporting real estate, asset management, technical management, compliance, documentation, maintenance and reporting processes. Which modules, buildings, integrations and services are available follows from the agreement; not every feature is enabled by default.

• Features may include compliance overviews, document and evidence management, maintenance and contract management, the acquisition module, multi-year maintenance planning (MJOP), notifications, reports and exports, user and role management, AI features, and support and onboarding.
• Additional modules, integrations, custom work, data migrations or AI features are only in scope if agreed in writing. Technical activation or actual use does not by itself extend the scope.

The platform supports processes and decisions, but does not take over legal, contractual, technical, operational or professional responsibilities from the customer. Naxerio does not perform inspections, certification, supervision or legal, tax, construction or technical advice on the customer's behalf, unless agreed in writing.

Right of use, accounts and responsibilities

Naxerio grants the customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the platform for the term of the agreement and within the agreed scope.

• The customer appoints an application administrator or authorised contact for communication, authorisations, support and security notifications.
• The customer manages accounts, roles and access rights. Actions through the customer's accounts are attributed to the customer. Accounts are personal; shared accounts are not permitted.
• The customer remains responsible for correct and complete data, timely follow-up of notifications, its own decisions and checking output before using it.
• Naxerio is not responsible for acts or omissions of the customer's suppliers, maintenance parties, advisers, tenants, owners or other third parties.

Acceptable use and fair use

Use of the platform must be lawful, reasonable and proportionate. Reverse engineering, copying or rebuilding the platform, scraping, malware, spam, phishing, unlawful content, shared accounts, circumventing security, and use as a general archive, backup or bulk storage environment are not permitted. Security tests, vulnerability scans and penetration tests require Naxerio's prior written consent.

• Naxerio does not charge per individual user or per stored gigabyte by default. Use must reasonably relate to the organisation, buildings and modules.
• Naxerio will in principle first discuss unusual use with the customer. In case of risks to security, availability or integrity, Naxerio may take proportionate measures immediately, such as rate limiting, restricting functionality or suspending access.

Third parties and mandate

Where the customer uses the platform involving owners, asset managers, managers, clients or advisers, the customer guarantees that it has the necessary authority, mandate and legal basis. Adding buildings for which the customer has no ownership, management mandate or other sufficient right requires Naxerio's prior written consent.

• Third parties do not acquire rights against Naxerio, and their requirements only bind Naxerio if accepted in writing.
• The customer manages and revokes third-party access in time and indemnifies Naxerio against claims arising from missing mandates or unauthorised use.

Data, output and intellectual property

The customer retains all rights to its data. Naxerio processes customer data to the extent necessary to provide, secure, support, maintain and improve the platform. The customer may use output generated for it within its own organisation and, where authorised, towards third parties. All intellectual property rights in the platform, software, templates, methods, workflows and know-how remain with Naxerio or its licensors.

• Naxerio does not sell customer data.
• Naxerio may use system data, such as logs and usage statistics, for operation, security, troubleshooting and product development.
• Naxerio may use aggregated and irreversibly anonymised data, which cannot reasonably be traced to a customer, user, building, location or person, for analysis, product improvement and benchmark features, also after the agreement ends.
• Customer data is not used to train publicly available AI models without a written agreement.
• Naxerio only uses the customer's name, logo or reference after prior written consent.

AI features

Where enabled, the platform offers AI features such as AI Document Import, AI Document Chat, document analysis, classification, summarisation and extraction. AI output is supportive, may be incorrect, incomplete or outdated, and does not replace legal, tax, construction, technical, financial, compliance or other professional advice. The customer checks the output and remains responsible for decisions based on it.

• Paid AI use works with a monthly credit allowance per organisation and a monthly limit for extra use set by the customer. Actions that do not fit within the remaining allowance and limit do not start. Expected costs of document and bulk actions are shown beforehand. Prices follow from the agreement.
• Naxerio may change, improve or restrict AI features where reasonably necessary for quality, security, compliance, cost control or supplier changes.
• Naxerio announces changes to AI prices or credit rules at least thirty (30) days in advance. Before they take effect, you can change your AI package or end Naxerio AI.
• Beta or preview features may contain limitations and fall outside availability commitments, unless agreed otherwise in writing.

Fees, payment and indexation

Fees follow from the agreement or order confirmation. Unless agreed otherwise, invoices are payable within fourteen (14) days of the invoice date, without set-off or suspension. All amounts exclude VAT. In case of late payment, the customer is in default by operation of law and statutory commercial interest and collection costs apply.

• Recurring fees may be indexed annually based on the consumer price index (CPI) published by Statistics Netherlands (CBS). A negative index does not lead to a reduction.
• Use above the agreed square metres, units or active buildings may be invoiced in accordance with the agreed pricing.
• Agreed onboarding and training are invoiced in advance. Work outside the agreed scope is carried out at Naxerio's then applicable rates.

Privacy and security

Where Naxerio processes personal data on behalf of the customer, the data processing agreement applies as part of the contract documentation. Naxerio applies appropriate technical and organisational measures, including logical separation of customer environments, role-based access checked on the server, encrypted connections, logging, backups and controlled releases.

• The primary production environment follows an EU/EEA-oriented hosting strategy. Where data is processed or accessed outside the EEA, Naxerio applies appropriate safeguards under the GDPR.
• Naxerio uses carefully selected subprocessors for hosting, database and storage, email, AI and document processing. The current overview is on the Security page; Naxerio announces intended changes in advance, with a thirty (30) day objection period.
• Naxerio reports data breaches concerning personal data it processes for the customer without undue delay.
• Possible vulnerabilities can be reported to support@naxerio.com.

Availability, maintenance and support

Naxerio aims for an availability of 99.5% per calendar month for the production environment. This is a best-efforts target and not a guarantee, and does not give rise to service credits or compensation unless agreed in writing.

• Support is available via support@naxerio.com on Dutch working days from 09:00 to 18:00. The customer provides first-line support to its own users. Target response times range from one to five working days, depending on priority.
• Naxerio may carry out maintenance, patches, security updates and improvements without prior consent, provided the core functionality and level of protection are not materially reduced. Planned maintenance with material impact is announced in advance where reasonably possible.

Confidentiality

Both parties keep confidential information confidential and only use it to perform the agreement. This obligation applies during the term and for five (5) years thereafter; for trade secrets, security information and personal data, for as long as the information remains confidential.

Liability and force majeure

Naxerio is only liable for direct damage resulting from an attributable failure. Naxerio is not liable for indirect or consequential damage, lost profit, loss of data or damage resulting from decisions based on the platform, output or AI output. Total liability is limited to the amount the customer actually paid for the service concerned in the twelve (12) months before the event causing the damage.

• These limitations do not apply to intent or deliberate recklessness of Naxerio's senior management, or where limitation is not permitted by law.
• In case of force majeure, such as failures of internet, hosting or cloud services, cyber attacks or government measures, Naxerio is not obliged to perform. If force majeure lasts longer than sixty (60) consecutive days, either party may terminate the agreement in writing.

Term, changes, termination and export

Unless agreed otherwise, the initial term is one year, renewed each time for one year, with a notice period of three months. Naxerio may maintain, improve and change the platform, provided the core functionality of the agreed service is not materially reduced. Naxerio may terminate or suspend the agreement if the customer, after written notice, fails to perform a material obligation, in case of bankruptcy, structural late payment, unlawful use or a serious security risk.

• After termination, Naxerio securely makes the exportable data available for thirty (30) calendar days in a structured, common and machine-readable format; uploaded documents are provided in their original format where possible. The customer requests the export and remains responsible for retrieving it in time. The standard export is included; custom work or additional migration support only by prior written agreement. Export formats, data locations and transfer safeguards are listed on the Security page.
• Where the EU Data Act applies, the customer can request to switch to another provider or its own infrastructure. From 12 January 2027, no switching charges apply.
• After the export period, Naxerio deletes customer data, including backups, without undue delay and within thirty (30) calendar days, unless a statutory retention obligation applies.

Final provisions and contact

If a provision proves invalid, the other provisions remain in force and the parties replace it with a valid provision that is as close as possible to its purpose. Provisions that by their nature are intended to continue remain in force after termination. The agreement and these terms are governed by Dutch law. Disputes are submitted to the competent court of the District Court of North Holland, Haarlem location, unless mandatory law provides otherwise. Naxerio B.V. is located in Velserbroek and registered with the Dutch Chamber of Commerce under number 99948869. Questions about these terms or the full contract documentation can be sent to info@naxerio.com.