GENERAL

It is Your responsibility to read and understand the terms and conditions for participation within any aspect of Nexu including any Platform or Services that it offers. You become a Member regardless of the level of involvement, by accepting the terms and conditions that You confirm that You have read, understood and accept to abide by. All terms are set-forth and may be updated periodically.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

The Agreement will be interpreted so as to give effect to the intention of the parties and the spirit of the Agreement when taken as a whole.

Nexu and/or any of their affiliates (herein referred to as "Nexu”, "We" "Our" or "Us") operates a marketing, discount and sales Platform that offers products and services that can be purchased and the opportunity to earn cash-backs and earn commissions. The Platform and Services are offered via and includes web-interfaces, mobile device applications, browser based portals, data and software (herein, this will be referred to as Nexu “Platform” and “Services”).

This “Agreement” is a legally enforceable contract between Us and You, the user of Nexu Platform and/or Services (herein referred to as “You”, “Your”, “Yours”, “Member” or “Members”). “You” (and its derivatives) refers to a person and/or a company using Nexu Platform and/or Services. Any person or company that registers themselves as an entity listing an Offer for products or services are also deemed to be a “Merchant” or “Merchants” as well as a Member.

An “Offer” or “Offers” are products or services that Merchants display on Nexu Platform. Offers can include but are not limited to general products and services which may be offered with discounts, promotions and other advantages offered to Nexu Members. Access to these Offers may allow Members to instantly redeem a discount or special promotion, or once paid for may require redemption of the voucher at the Merchants premises or website. Redemption of the Offers may be executed in various methods including but not limited to, QR codes, voucher/promotion/discount codes, printed vouchers, digital confirmation via Nexu Services and/or at the Merchants place of business.

The Agreement is between You and Us and governs Your use of Nexu Platform and/or Services. Your use of Nexu Platform and/or Services is an affirmative indication that You agree to be bound by the terms and conditions of this Agreement.

The Agreement is personal to You and any entity that You use to be a Merchant that You represent. You may not assign or transfer any of Your rights or obligations unless We agree in writing. We can assign or transfer any of Our rights or obligations without obligation to give You notice.

Neither party will be liable under the Agreement if it is prevented from performing its obligations by anything beyond its reasonable control.

This Agreement will not constitute a partnership or joint venture of any kind between You and Us, nor between any party and the agent of another party for any purpose. You have no authority to bind Us and We have no authority to bind You.

Third-parties don't have any rights under the Agreement.

The regulations, terms and conditions contained herein represent the complete, final and exclusive Agreement between You and Us and supersede all prior Agreements, representations and understandings between Us and You. Any terms or representations which are not included in this Agreement are not enforceable, but We are not limiting Our liability for fraud or fraudulent misrepresentation.

All Services provided by Us must be used strictly for lawful purposes only.

You agree to pay any and all of Our legal expenses incurred as a result of a dispute between You and Us regardless of rulings and decisions.

We reserve the right to change the terms and conditions or functionality of Nexu Platform and/or Services at any time without notice. We will endeavour to ensure that Members have been notified when changes will or have been made to this Agreement or the Services that We offer. It is also agreed that after notification of Agreement changes, continued use of Nexu Platform and/or Services constitutes acceptance of the changes made to this Agreement. If You do not agree with changes to our Agreement, You should cease activity immediately and close Your account.

Members acknowledge that if any provision of this Agreement conflicts with any other rule, regulation, term or condition of Nexu Services, the terms and conditions of this Agreement shall govern. Where any provision of the Agreement is rendered void, unenforceable or otherwise ineffective by operation of law, such avoidance, unenforceability or ineffectiveness that provision is severed from the Agreement and will not affect the enforceability or effectiveness of the remaining provisions.

This Agreement may be terminated by Us at any time. However, such termination does not affect the enforceability of the terms and conditions of this Agreement as they relate to acts and omissions during the period prior to such termination.

GOVERNING LAW

The Agreement and all elements of this Agreement will be governed by the substantive laws of England and Wales, with the exception of any conflict of law principles. The governing law does not, however, affect the applicability of mandatory consumer provisions set by the laws of a Member’s country of residence.

DISPUTE RESOLUTION

Disputes arising under or in connection with this Agreement shall be exclusively subject to the jurisdiction of the general courts of England and Wales, unless mandatory consumer legislation requires otherwise.

JOINING Nexu SERVICES

Nexu Platform and Services allows Members to purchase Offers and potentially earn additional cash-back as well as promote Offers by sharing and referring, motivated by the opportunity to earn commissions.

Joining Nexu is free. Normal Members (those not registering as Merchants) will have no fees to pay for participation on Nexu Platform and benefitting from Nexu Services. Merchants will be subject to fees as detailed below. Only Members who have successfully completed the signup process may participate or use Nexu Platform and/or Services.

If Your application is accepted, You will become a Member and be bound under this Agreement. If Your application is rejected, the Agreement will terminate immediately.

ACCOUNT USAGE

You can use Nexu Platform and participate in Nexu Services purchasing/promoting Merchants and their Offers by logging into Your account and accessing the Members Area.

You must keep Your account password and information confidential and not share it with any other person. If You learn of unauthorized use of Your password or account, please change Your password immediately and contact Us immediately should You believe that there has been any misuse of Your account.

You will be given access to Offers that You may purchase and/or share to promote the Offers Merchants of Nexu and their products or services.

The Terms and Conditions of each Offer are those stipulated by the Merchant. Multiple discounts per order may not be permitted unless otherwise expressly stated in an Offer.

Additional terms and conditions may apply that are specific to each and every Offer offered via Nexu Platform. Please be sure to check the terms and conditions for each Offer which may also require You to check with documentation and the website of the Merchants providing the offer. You must comply with any particular terms and conditions of any Merchant You deal with, promote or buy from. If You do not wish to comply with those terms and conditions You should deal with different Merchants.

In the event of a defined number of redemptions of an Offer, the code may automatically expire to prevent the abuse of discount codes, protect the Merchants and Our Service. This is subject to the terms and conditions of the Merchant and/or Our regulations.

The delivery (in which ever mode that may apply) of the products and services is the responsibility of the Merchant offering the product or service. We are in no way liable for the errors, faults, mistakes or any other misunderstanding or lack of satisfaction from Offers that You may choose to participate in.

Cancellations, returns and refunds must be taken up directly with the Merchant with whom You purchased the Offer and whose responsibility it was to deliver the product or service.

Members may have a free discount voucher that they can redeem only when they arrive at the location where the Offer is valid.

Offers may be active only during specified dates and/or times which will be specified in the terms and conditions of the Offer.

Members accept that We provide a Platform for Merchants to create, publish and promote Offers and that We are in no way responsible for the claims made by Merchants and We are not responsible if You should then find the same product or service offered with better conditions or a lower price. Your acceptance of the Offer is solely upon You.

The sale of products or services may also be restricted by third-parties who provide billing, payment or delivery solutions.

Through the use of moderators, moderating software and/or reports from Members, We will endeavour to block any Merchants or Offers that misuse the Platform and or have misrepresentation, errors, fake or false offers. We will bring these issues to the attention of the Merchant and/or take action to remove such Offers and if necessary block or remove the Merchant(s).

While conducting any form of promotion or advertising via Nexu Platform and/or Services, Members must at all times abide by the Merchant Terms and Conditions as well as those imposed by the Merchant.

We reserve the right to suspend or delete accounts that have remained unverified since creation or have not been accessed within the last 12 months.

You must notify Us immediately if You become aware, or suspect, any abuses or potential abuses of Nexu Platform, Services or Network.

The use of Nexu Platform and/or Services and any content is solely at user’s own risk.

INAPPROPRIATE USE

You may only use Nexu Services for lawful purposes. You may not use, and shall take all reasonable steps to ensure that no other person uses the websites in a way that does not comply with the terms of any laws applicable to You or that is in any way unlawful.

You agree:

  • to accept and comply with any legal notices contained on the websites of Nexu and/or its Merchants;
  • to respect and comply with the legal rights of others in particular, Our rights (including our rights in copyright and trade marks), and the rights of Our Merchants and any licensors;
  • excluding the terms of this agreement, to not use Nexu Platform for any commercial gain, personal or otherwise, nor to sell or trade in any of the content or other material copied or downloaded from the websites without Our express written permission;
  • to not change any of the text or images contained in the websites or merge it with any other text or images, or forge headers or otherwise manipulate identifiers in order to disguise the origin of any content;
  • not to present or use material from the websites in a way that is misleading.

If Your use of Nexu Platform and/or Services intentionally or unintentionally threatens the ability of Nexu to provide Our Services or other systems, We shall be entitled to take all reasonable steps to protect the Service, which may include suspension of access to Nexu Platform and/or Services. Repeated violations of the limitations may result in the termination of this Agreement.

We may suspend and/or deactivate Your account at Our own discretion for any action We deem inappropriate, this includes but is not limited to sending spam, engaging in any unsolicited promotional activities and/or fraudulent behaviour.

We prohibit the use of adware software. Members who operate websites or programs that push adware software may not join Us and will be removed from our Platform upon discover of such action. The definition of adware software is entirely at Our discretion.

We prohibit the use of Nexu Services to Members and Merchants who operate websites containing content/products/services that are detailed in our Prohibited List.

We do not support the advertising or placement of advertisements on any sites connected with racist or illegal content.

AVAILABILITY OF THE WEBSITES

We will make reasonable endeavours to ensure that Our websites and mobile device applications are generally available, but We make no representation or guarantees as to such availability. You accept this and agree that You may not make any claim whatsoever against Nexu should such down-time of Our Platform occur.

We may at times inform You about service windows and administrative matters but will try to keep communication to a minimum. In the case of unforeseen urgencies, We may abstain from informing You about maintenance work.

We have not reviewed all the sites linked to Nexu Services and are not responsible for the content of any offsite pages or any other sites linked to Nexu Platform and/or Services.

Since some of the websites associated to the operation of Our Services may be provided by third-parties that We cannot control, You acknowledge that We cannot guarantee that the availability of these Services or websites will be uninterrupted or error free. Similarly, We cannot guarantee that the transmission of any data or information over such third-party services will be secure nor that You will be able to access these websites at all times.

We assume no responsibility and shall not be liable for, any damages to, or viruses that may infect, Your computer equipment or other property as a result of Your access to, use of, or browsing on Nexu Platform and/or Services or the downloading of any materials, data, text or images contained within Link Platform or Services.

REVENUE SHARE AGREEMENT

Subject to this Agreement and its terms, We hereby grant to each Member a free, non-exclusive, non-transferable and revocable license to market and distribute Nexu Services to Qualified Contacts, and to use Nexu trademarks, logos and URLs provided by Us for these specific purposes.

"Qualified Contacts" means other members or known contacts that You have already spoken to or have their permission to send marketing information or feel confident that would not be offended by You making shares or referrals for material, information, campaigns, products and/or services offered by Nexu and any Merchants contained within Nexu Platform. Qualified Contacts may be people that You send Offers to directly (considered ‘referring’ or indirectly via social media shares (considered ‘sharing’).

All shares and referrals must be tracked using Our technology, verbal referrals, emails or other methods will not be accepted.

Members that share the same personal/company details, or website details or commission payment details may also be deemed 'self-referral'. Sharing and/or referral commissions and any other earnings associated with this type of 'self-referral' may not be paid. Our sole discretion will determine the meaning of 'self-referral.'

CASH-BACK AND MEMBER SHARING / REFERRAL COMMISSIONS AND PAYMENT

Members may receive a cash-back on their purchases and/or share/referral commissions for their assistance in marketing Offers from Our Merchants. Cash-backs and share/referral commissions are not guaranteed on all Offers and may be withdrawn at any time at Our sole discretion. Members should check the cash-back and commission details for each Offer.

Typically, after Our required holding periods for fraud prevention or unless blocked by reasons outside of Our control, payments for cash-backs and/or commissions that are due and available will be paid on a weekly schedule, if not more frequently.

Payments that are credited to Your account as available, will be immediately available for use by Members to spend on Nexu Platform and/or available to be paid to the Member as per his/her request based on the payment options available by Nexu. Upon receiving an instruction from a Member, We will endeavour to pay amounts due and available as soon as possible, but no later than thirty days after the end of each calendar month.

Depending on Your region and the associated legal requirements, when We make a payment cycle, You will be notified and an invoice will be generated automatically so that We may process the funds. If the amount to be paid is equal to or exceeds the minimum threshold for payment, the payment will be made free of charge. Less than that and We may apply a payment fee which can be seen in the Fee Table. We are only liable to pay amounts relating to earnings from a Merchant transaction providing We have received those payments, either from other Members and/or the Merchant and/or any third-party payment service providers that We may be directly or indirectly using.

Where possible, We will pay cash-backs and/or commissions in the currency of Your territory. When not an option that We can provide, Members will be paid in Euros (EUR) or United States dollars (USD), irrespective of the reported currency from the Merchant. You accept that any currency conversion calculations that takes place are accurate and accept any third-party processing or exchange fees.

Cash-back and commission balances are combined across all activities that generated a valid Transaction. Amounts due are not paid out on an individual Offer basis. We may not make any payments which are less than the "Minimum Payment Threshold" as detailed in the Fee Table. If You have total cash-back and/or commissions which are less than the Minimum Payment Threshold they will be held in Your account and available for use within Nexu Platform.

If a payment is rejected for any reason and is required to be resent using any of the other payment methods offered by Nexu, a 'repeat reprocessing' administration handling fee may be charged and deducted from the cash-backs and/or commission payment amount. This amount can be seen in the Fee Table. Any costs incurred or associated with return of a payment will be deducted from the cash-backs and/or commission payment amount. The amount of the Minimum Threshold may change from time to time.

If We suspect You have generated cash-back and/or commissions in a manner that may be in breach of this Agreement or the terms set out by a respective Merchant, or should the Merchant that lead to the generation of those amounts be suspected to have been involved in activity that breaches this Agreement, You will, by way of future assignment, assign to Us all of Your rights and ownership of those cash-backs and commissions. This may include any cash-backs and/or commissions that You have already been paid, which You will repay to Us when asked.

Any unclaimed commissions will remain available in the account until such time that the account is suspended due to inactivity. If We cannot get in contact with You using the contact details that You provided in Your application or account settings, and:
(a) We cannot pay You commissions because You have provided incomplete or incorrect payment information;
(b) You have not logged onto Our Platform for 12 months;
You waive Your rights to be paid those cash-backs and/or commissions and You assign (by way of future assignment) all of Your rights and ownership to any cash-backs and/or commissions which We are holding in Your account to Us.

If We are late paying Your cash-backs and/or commissions, You cannot terminate this Agreement on the basis that the delay constitutes a breach of this Agreement.

Nexu, in its sole discretion will make payments to a Member if there are no outstanding fraudulent activity claims raised by Us or any of Our Members/Merchants. If appropriate, a Member’s account balances will be adjusted to remedy these claims.

You will not receive any interest on any cash-backs and/or commissions held in Your account.

MEMBERSHIP AND REFERRAL SCHEME CONDITIONS AND TERMINATION

We reserve the right to terminate a Member’s account and not pay the accrued balance where the Member has been deemed to breach this Agreement or a specified Merchant’s terms and conditions.

We, at our sole discretion, may disqualify a Member from participation in the use of any or all portions of the Platform if such Member engages in any conduct that We deem to be illegal, improper, unfair or otherwise adverse to the operation of the Platform and/or Services or detrimental to other users of the Platform.

Such improper conduct includes, but is not limited to:
(a) falsifying personal information that is required for Membership application;
(b) spamming; sending excessive shares, referrals or emails relating to Nexu and/or it’s Offers;
(c) accumulating earnings or falsifying Merchant program expenditure through methods such as programming techniques or falsified information;
(d) intentionally trying to defraud or otherwise tamper with the computer programs or data relating to Member information or activity within or comprising of the Platform;
(e) fraudulent activity.

We may void and refuse to pay/reimburse monetary sums that a Member has earned or deposited and/or require the return of any monetary sums that a Member may have accumulated and been paid if engaged or previously engaged in improper conduct.

We may also recover any outstanding fees owed by Members using one or a combination of methods that include deductions to the Members current balance.

Members further acknowledge that the forfeiture of earnings or deposits shall in no way prevent Us from pursuing other avenues of recourse such as criminal or civil proceedings in connection with misconduct.

Members may voluntarily close or terminate their account with Us. Doing so does not terminate Your previous obligations under this Agreement. Doing so, You waive Your right to be paid any unpaid cash-backs and/or commissions below the minimum threshold and You assign (by way of future assignment) all of Your rights and ownership to any cash-backs and/or commissions which We are holding on Your account.

You will not receive any cash-backs and/or commissions which are earned after the date of termination.

Where possible, We pay all commissions directly to the Members account details that they specified. However, when and where legally obliged, We may be have to withhold payments of earned commissions due to any tax liabilities.
We will release such funds upon legal confirmation that We may do so. Any withheld funds are not liable to interest gains or losses.

We are only obliged to pay cash-backs and/or commissions from Transactions that have been completed, which includes that We have received payments from all relevant parties (Members, Merchants, third-party payment service providers) and any required waiting periods have passed.

MERCHANT ACCOUNTS

Any Member may become a Merchant and promote their business by creating Offers for their products or services.

The Agreement commences when You submit a Merchant application which is accepted by Us. The Agreement will stay in force until it is terminated in accordance with these terms and conditions. Either You or We can terminate this Agreement by giving the other party one calendar month's written notice.

As a Merchant using Nexu Services, You will be wholly responsible for providing Us with creative material and promotional tools with respect to Offers and monitoring and managing all aspects of Your Merchant account, including but not limited to:

  • Creation, design, placement and use of Your advertising material (including but not limited to images, text, trademarks, logos, banners and urls) on Nexu Services;
  • Managing all Offers within Your Merchant account;
  • Coupons or codes, which must be supplied using the correct methods within the Merchant interface in Nexu Services;
  • Banners as required;
  • Ensuring that there is sufficient credit deposited with Us to cover Your liabilities to Us and our Members;
  • Monitoring fraudulent or illegitimate activity.

We bear no responsibility whatsoever for the monitoring and managing of Your account. However, You accept that We may use moderating methods to control and check that Your Offers meet the criteria of these terms and conditions.

You acknowledge that You understand the fee structure for using Nexu Platform and/or Services and that You will be liable to pay all fees which may also include Our agreement to pay Our Members and cash-backs and/or commissions on Transactions generated by any Member of Nexu.

Prior to activation of Your Offers on Nexu Services, You must determine whether the fees You will pay for each transaction will be the standard rate or an increased amount that may also be shared with Our Members of Nexu Services. This increase in fee will be used in part to increase the cash-backs and commissions for Your Offers in order to generate greater interest from Our Members towards Your Offers. Depending upon the options offered by Nexu Services, this may be a fixed amount per transaction or a percentage of the value of the Transaction, or a combination of both. In either case, You will know the maximum cost of the Transaction which therefore provides You with a known Cost Per Acquisition (CPA).

In addition to the Offer fee paid to Us, and only where applicable, You must also consider and agree to pay any payment collection fees that may be applicable when a Member purchases Your Offer(s). This fee may be a single flat rate fee, a percentage of the money collected or a combination of both. For normal Offers We try to include this in Our Fee, but this will be stated when creating the Offer.

In such cases that Our fees are not collected by Us from Member purchases on the Platform, Your account will only remain active whilst You have sufficient credit with Us. You will have sufficient credit with Us if the amount in Your account is equal to or exceeds the total sum of:

  • Cash-back and/or commissions that are payable in respect of Transactions generated by Members on Your Offers whether or not You have approved such Transactions;
  • "Override" fees (see “Merchant Fees” below) that are payable to Us in respect of Transactions generated by Members whether or not You have approved such Transactions;
  • If applicable, monthly service fees or advertising fees (see “Merchant Fees” below) that are payable to Nexu.

If Your account has insufficient credit, We may deactivate or suspend Your account and/or Offers without notice to You.

In the event that We deactivate or suspend the operation of Your account, You will not hold Us liable or responsible for any loss or damages You suffer as a result of such deactivation or suspension.

We do not guarantee that Your participation as a Merchant on Link Services:

  • Will result in the successful marketing of Your product and/or service; nor
  • That any online traffic to Your website will be generated.

We are not liable or responsible for Your advertising material or any links to off-Platform websites that contain content from Our Prohibited List. The management and monitoring of the use of Your advertising material on Nexu Services is Your sole responsibility and You accept any actions that We may take to protect Us and Our Members will be justified.

You will not hold Us liable or responsible for Your advertising material being placed on a Member's website which contains content from Our Prohibited List. The management and monitoring of the use of Your advertising material on Member websites is Your sole responsibility.

Should a dispute arise between You and another Member and We are requested by You and/or the Member to intervene and assist in resolving the dispute, any such intervention and assistance provided by Us is without prejudice to Our rights under the terms of the Agreement and We will not be held responsible or liable for the result of such intervention and assistance.

The top-level domain URL advertised or promoted by You in any Offer must be identical to where Members are taken to when clicking such links.

You must provide timely responses to Members in relation to Your Offers. If You change any terms and conditions in relation to Your Offers You must immediately update Your Offers and any other information related to Nexu Services. You must contact any Members who may be affected by those changes in a timely fashion.
Should any changes affect any Members that have already purchased Your Offers, You agree to offer them a full refund or resolve the matter in such a manner that the Members are happy and agree to those changes.

You will actively manage and monitor Your account and all active Offers for fraudulent or illegitimate activity (e.g. if receiving payments direct, use of invalid or stolen credit cards, falsified or duplicate Members, automated purchasing or lead submission). Nexu and/or a third-party payment provider may also have or put in place automated checking processes that:

  • Cross references the IP addresses from where Transactions originate against certain available blacklists. Any such IP addresses which are found to be blacklisted will be brought to Your attention by Us red flagging those Transactions in Your account or other forms of notification such as email. It is then up to You to further investigate the legitimacy of the Transaction and/or whether it is fraudulent.
  • Cross references Member details against certain available blacklists including:
    • the IP address used to sign up as a Member;
    • the user name of the Member account;
    • the email address used by the Member in signing up as a Member; and
    • the IP address used by the Member to log into their account.

If any such details are found to be blacklisted, We may cancel, suspend or deactivate the Member's account and may void any/all Transactions.

Notwithstanding the foregoing, We accept no responsibility for any fraudulent or illegitimate Transactions or fraudulent or illegal activity by a Member on Your account and You will not hold Us liable for any loss You suffer as a result of any such fraudulent, illegitimate or illegal Transactions or conduct.

Merchants agree that they will not decline Members in a predatory fashion, or decline for reasons that are unfair. For example, Merchants are not allowed to decline Members simply because they are a current Member of one or more other Member networks. Network choice is a freedom given to Members and is not to be dictated by a Merchant.Merchants agree that some Members are granted a "VIP" status within Nexu network and are therefore not subject to the normal approval processes. These Members have been proven as ethical and high earners by Nexu and may be granted certain rights.

You will not hold Us responsible for Your Merchant account or Offer settings or closures and any resulting loss or damage You may incur as a result of such settings or closures.

You are responsible to set and monitor compliance by Members of any terms and conditions which You apply to Your Offers.

You acknowledge that in the absence of any specific terms and conditions regarding the promotional methods/tools You require be used by Members, Members may use any legal method/tools to promote Your Offers.

You acknowledge that in the absence of any specific terms and conditions regarding the use by Members of third-party search engines such as Yahoo, Bing, Google, etc. (including the use of keywords) to promote Your Offers, Members may use any third-party search engines without limitations as to the use of keywords to promote Your Offers.

You must act in good faith and abide by any terms and conditions You set when validating or cancelling Transactions.

We may from time to time request from You information relating to Transactions for the purposes of:

  • Audits that We or other third-parties may carry out on Nexu Services for the purposes of ensuring that Nexu Services are operating efficiently including the underlying databases and tracking and reporting systems, and/or controls, inspections from legal or regulatory bodies.
  • Investigating high Transaction cancellation rates relating to Your Offers. We may request Transaction information from You in order to carry out such investigation which information

You must provide Us with any such information within five (5) business days of receiving a request from Us which information You must not unreasonably withhold.

You accept and agree that the use of third-party software may not always correctly record Transactions on the Platform. You agree that You will not rely on nor will You seek to compel Us to rely on reporting generated by third-party software in respect of web traffic (including Transactions) generated via Nexu Services. You acknowledge that reporting generated by third-party software will be of no relevance whatsoever to Your obligations under the Agreement with Us.

During the term of this Agreement, You shall not solicit any Member, Merchant, employees, commercial partner, web site, or e-mail/service provider that is obtained through the Services provided by Us under this Agreement, nor shall You transfer any Member obtained through the Services provided by Us under this Agreement to any third-party provider or any in-house program substantially similar to the Services being provided by Us. You shall not encourage any such Member to so transfer to Yours or any other network program. In the event that You do directly solicit or cause to be transferred any Member, You shall pay Us what We would have otherwise earned had You not violated this provision. Except as expressly set forth above, nothing herein shall be deemed to restrict Merchants from entering in to independent strategic partnerships or other agreements with other parties or to prohibit Merchants from advertising, merchandising or promoting its products or services in other manners.

You agree that We may identify You as a Merchant of Us in Our client lists and other marketing materials and that We may issue a press release approved by You (which approval shall not be unreasonably withheld) announcing the establishment of the relationship between You and Us. Any use of Our name and/or logo by You shall require Our prior written consent.

You may not refer Yourself ('self-referral') as either Merchants or Members with the aim of receiving the referral commission.

MERCHANT FEES

In consideration for Merchants accessing Nexu Platform and/or Services, You will pay Us a fee which may be based on any of the following:

  • A flat rate transaction fee per sale.
  • A percentage fee on the amount of each transaction.
  • A combination of the above.
  • A payment collection fee which may consist of a per payment amount and/or a percentage on the amount collected.
  • A monthly service fee.
  • A pre-agreed rate for banner, impression or event advertising.
  • Post-paid fees, based on invoice, open letter of credit.

These fees are explained in the Fee Table. Failure to pay any element of the fees that are due may result in the suspension of Your Merchant account until such time as those fees have been paid and where relevant Your Merchant account is put into credit. Continued failure to pay any of the fees may result in a permanent suspension of Your Merchant account and additional action to recover any debts.
All fees paid to Us are non-refundable.

Merchants will use Nexu Merchants Members area to set out the fee that You are willing to allocate to Us for each validated Transaction on each Offer. Except for the standard minimum fee, Merchants are free to decide how much more of a fee they would like to pay for each validated Transaction. This is so that We can increase the cash-back and/or commissions that We pay to Members for buying or promoting You Offers.

Nexu Group, will decide and chose how much We are willing to pay to Members as cash-back and/or sharing/referral commission.

MERCHANT PAYMENT

To remain active, Your account may need to always remain in credit.

Depending upon the type of Offers that You are offering, We may debit from Your account the amount of the fees due by You to Us for each validated Transaction. In the event that there are insufficient funds in Your Merchant account from which We can effect such payments, We may not be able to approve or authorise transactions and may withdraw Your Offers from Nexu Platform. In the event that You fail to make payment(s) to Us for any amounts that become due and are payable by You under the Agreement and We incur further legal or other expenses in seeking to recover those amounts from You, You will be liable to Us for the full amount of any such legal and/or other expense.

Monies owed to You from Us for Offers sold that consist of Your products and services purchased by Our Members will be paid to You upon the delivery conditions of that Offer being met. Subject to restrictions from third-party payment providers that We may directly or indirectly use, and depending upon the product or service terms and conditions, We will pay You after twenty-four hours or later, depending upon the associated risk by You to deliver the product or service to Our members. We will endeavour to pay You as soon as possible, but may have to delay payments to ensure Member satisfaction and or as a security/risk conditions imposed by third-party payment providers.

TRANSACTIONS

A Transaction occurs when a Member of Nexu sees an Offer from Nexu Platform (including but not limited to Our website, mobile device application or other promotional methods, e.g. email) and:

  • immediately purchases the Offer;
  • completes another call to action such as filling out a form to take advantage of an Offer;
  • does not immediately buy something or complete another call to action such as filling out a form but subsequently returns to Your place of business or Your website and does so using a coupon or voucher obtained via Nexu Platform and/or Services.

Members may earn cash-backs and/or commission for any Transactions (subject to Validation of a Transaction) which are validated by Nexu Services which You will see in Your Merchant account, for which Your validation must not be unreasonably withheld.

The Transaction Fee rate in place at the time a Transaction payment occurs is applicable to that Transaction regardless of when it is validated, redeemed or not.

Our tracking codes provided to Members and Merchants must not be modified in any way or used in any programming method or with technology that may degrade the integrity of the tracking of Transactions. In the event that We determine that You are in breach of this clause, We may terminate Your activity and/or any Offers for which the tracking code was issued.

You agree and accept that exchange rates used to collect payments, calculate cash-backs, pay commissions or any other payments are agreed to be accurate and may include exchange fees charged by third-party payment service providers.

BILLING

You agree that We can raise invoices on Your behalf for any of the cash-backs and/or commissions payable to You during the term of this Agreement. This is known as "self-billing". Therefore, unless otherwise requested, You must not raise invoices for any of these cash-backs and/or commissions.

You must notify Us immediately or update Your account details accordingly if:

  • (a) the IBAN that You provided Us with is no longer active;
  • (b) have changed or updated Your Tax status;
  • (c) if relevant, have transferred Your business as a going concern;
  • (d) become registered for a new or different Merchant.

We may engage a third-party to issue invoices on Our/Your behalf.

TERMINATING A MEMBER FROM YOUR PROGRAM

You may terminate a Member from Your Merchant account or from Your Offers at any time by giving the Member written notice of the termination and informing Us so that We may process the termination on Nexu Platform. In the event of You terminating a Member from Your Merchant account You must:

  • Give Us 48 hours (excluding weekends and public holidays) in order to process the termination on Nexu Platform;
  • Give 7 days prior written notice to the Member of Your intention to terminate;
  • Give less than 7 days prior written notice to the Member of Your intention to terminate, in circumstances where the Member is in breach of any fundamental terms and conditions You have imposed on the Member in respect of Your Offers.

In relation to the processing of the termination on Nexu Platform and its Services, You must notify Your point of contact or an Account Manager at Nexu regarding the termination including the reasons for requesting the termination/block.

We are not responsible for a Member’s non-compliance with a termination by You.

We may terminate a Member from Your Offers at Our sole discretion and We are not obliged to notify You of their removal. In doing so We will act in good faith and use Our best endeavours to give You notice of the need to terminate or block a Member who is or has become Your client.

REFUND POLICY

Any refund due to You by Us is subject to Your Merchant account remaining active. Unless otherwise agreed in writing, Our fees are non-refundable.

Any fees paid for additional Services such as, but not limited to, banner design fees, banner hosting and Data feed service fees, translation Service fees and other promotional advertising Service fees are non-refundable.Unless otherwise agreed in writing, account balance refunds are issued back to the Bank Account or Credit Card used to make the initial purchase as advised by You.

We are under no obligation nor will You hold Us responsible to compensate You for financial losses (including loss of profits) as a result of malfunctions, stoppages or downtime to Nexu Platform or Services, banking software malfunctions, payment gateway malfunctions or inadvertent errors that affect Merchant activities.

We will not be held liable or responsible to repay, reimburse any bank fees or charge-backs that You may be subjected to due to using Nexu Platform or Services or as a result of any misuse by Members.

MERCHANT PROGRAM CLOSURE AND TERMINATION

Either You or We can terminate this Agreement by giving the other party one calendar month's written notice.

Your Merchant account and Offers will be deactivated or closed on and from the date of termination.

Merchant Offers that have not been made active after a period of one (1) year will be cancelled and the Merchant's account closed. We will take reasonable steps to contact a Merchant before closing a Merchant's account. In the event that We are unable to contact a Merchant and then close the Merchant's account, any credit will be forfeited by the Merchant to Us and become (by way of future assignment) the property of Nexu.

In the event that You omit or to do something that has the effect of allowing Transactions to not be properly recorded on Nexu Platform, any commissions due to Members for such Transactions will still remain payable by You to Us and the Member. You authorize Us to debit Your Merchant account in respect of those cash-backs and/or commissions and effect payment to the Members.

Either You or We can terminate this Agreement immediately by giving the other party written notice if the other party:
(a) is, or likely to become, insolvent or bankrupt;
(b) is unable to pay its debts or negotiates with its creditors;
(c) appoints an administrator or other insolvency practitioner.

Upon and after cancellation, You are obliged to fulfil the delivery requirements of any Offers that have been sold but remain undelivered or fulfilled in any way, or You must make a full refund to Nexu so that We can refund the Member.

TRADEMARKS, COPYRIGHTS AND PROPRIETARY RIGHTS

Outside of the given use of Nexu Services, Members may not distribute, modify, transmit, reuse, re-post, or use the content of Nexu Services for public or commercial use, including text and images without Our written permission.

Members should assume that everything they see or read on Nexu Platform and/or Services or any associated websites or applications is copyrighted unless otherwise noted and may not be used except as provided in this Agreement or in the text provided on Nexu Services without Our written permission. We neither warrant nor represent that Member’s use of materials displayed on the Platform will not infringe the rights of third-parties.

Nexu Platform and Services may now, or hereafter from time to time, contain links to third-party “web platforms.” We do not control, investigate, monitor or check such web platforms, We are not responsible for the computer programs available from or the content in or the opinions expressed on such web platforms. We provide such third-party links only as a convenience to Members of Nexu Services and the inclusion of a link does not imply any approval or endorsement of Nexued web platform by Us. If You decide to leave Nexu Platform and access any third-party web platform, You do so entirely at your own risk. We will not be responsible for any form of injury or any liability to You resulting from web site content or communication that may be offensive, misleading or illegal.

The trademarks and logos displayed on Nexu Platform and/or Services are registered Trademarks of Nexu and/or others associated entities. Nothing contained on Nexu Platform should be construed as granting use of text, logos, Trademarks etc., by implication, estoppel or otherwise. The presence of any logos and/or text does not in any way license You or provide the right for You to use any Trademark displayed on Nexu Platform without Our written permission or any such third-party that may own the Trademarks displayed on Nexu Platform. Your misuse of the Trademarks displayed on Nexu Platform, or any other content on Nexu Platform, except as provided in this Agreement, is strictly prohibited. You are also advised that We will aggressively enforce Our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

We claim copyright in relation to the software and all content (excluding associated websites) comprising Nexu Platform and Services owned and/or operated by Us.

Outside of the use specified, You may not distribute, modify, transmit, reuse, re-post, or use the content of Nexu Platform for public or commercial purposes, including the text and images without Our prior written permission.

Any communication or material that You transmit or post to Nexu Services by electronic mail or any other method, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything You transmit or post may be used by Us and our Members for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, You consent to the posting and transmission of any data from Your online shopping cart, online store and any other source. We are free to use any data, ideas, concepts, know-how or techniques contained in any communication that You send to Nexu for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information, without any additional compensation to You.

COOKIES

We use ‘cookies’ in the administration of Nexu Platform and Services. Cookies are small text files that are placed on Your computer when You visit a website such as those maintained by Us. They are used to make our websites work as efficiently as possible, to provide You with a more personalised experience and to provide information to Our website administrators on how well the site is working.

The use of cookies is subject to change as Nexu Services are developed and new functionality is included.
Please note that some cookies are essential for the provision of Nexu Platform and Services. If You block these cookies parts of the websites and/or Platform/Services may not operate effectively or at all.

LIMITATIONS OF LIABILITY AND INDEMNIFICATION

We shall without limitation not be liable for damages caused by injury or death of any person employed or contracted by any other party to be involved with Nexu.

We will not be liable to Members with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if We have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall Our cumulative liability to a Member arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission or fees paid by that Member under this Agreement.

We are not liable for any losses of any kind incurred by You resulting from:

  • The use by You of any Service provided by Us;
  • Any act or omission by a Member;
  • The closure of Your Merchant account;
  • The termination of a Member or Merchant relationship;
  • The malfunction or failure of Nexu Platform or Services due to matters including, but not limited to, the failure of Nexu or any other entity's software, hardware or communications technology or any part thereof;
  • Delays, losses, errors, or omissions resulting from failure of any telecommunications or any other data transmission system, any Force Majeure event, any outbreak of hostilities, riot, civil disturbance, acts of terrorism, the acts of Government or authority (including refusal or revocation of any license or consent), fire, explosion, flood, theft, malicious damage, strike, lockout or industrial action of any kind.

We are not liable or obligated to support or provide any technical advice relating to any third-party software being used.

You agree to indemnify and hold harmless Nexu and its Merchants, their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable solicitors' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on

  • any claim that Our use of trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third-party;
  • any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein.
  • any claim related to Your site, including, without limitation, content therein not attributable to Us,
  • any fraudulent activity that may occur whilst using Nexu Services;
  • any fees or losses incurred as a result of using Nexu Services.
  • any fees, fines or other costs incurred from payment provider partners due to chargebacks, fraud or disputes caused by Your Offers, products and/or services, whether delivered or not.

CONFIDENTIALITY

“Confidential Information" includes any information which is disclosed to You and potential Members and marked or described as confidential. Confidential Information also includes any information disclosed to You and which ought reasonably be treated as being confidential. Know-how, information about Merchants, data and software are all examples of Confidential Information. If You are unclear on whether any information disclosed to You is Confidential Information, You should ask Us whether or not it can be disclosed.

By entering this Agreement, You consent to Us publishing Your name on Nexu Platform and/or Services. You also consent to Us publishing the information You provide to Us on Nexu Platform to provide You with Our Services, unless You notify Us that this information is confidential.

You must not disclose any Confidential Information to any third-parties and You must take all reasonable steps and precautions to prevent disclosure of Confidential Information. You must not use Confidential Information for any purpose other than enjoying Your rights or fulfilling Your obligations under this Agreement.

Confidential Information does not include any information which is publicly available, unless it has become publicly available because You (or someone that You passed the information to) have disclosed it. Confidential Information also does not include any information which You received from a third-party, unless that third-party is breaching an obligation of confidentiality by disclosing it to You.

The disclosure of our Confidential Information may cause Us harm which cannot be repaired, or may cause Us losses which cannot be recovered or compensated. Therefore, if Confidential Information is disclosed in breach of this Agreement, or if disclosure of Confidential Information is threatened, You agree that We can obtain an injunction against You to prevent disclosure. Our right to an injunction is in addition to any other rights We may have to protect our Confidential Information. If the court grants Us an injunction, You must pay all of our legal costs of applying for the injunction.

TAX

In this Agreement "Tax" means any Value Added Tax or any other tax or charge of a like nature levied or imposed in relation to a supply (or deemed supply) of any goods, property (real or otherwise), service or any other thing.
If Tax is levied or imposed on or in respect of any supply made under or in relation to this Agreement for which consideration is a monetary payment, then the amount payable for that supply is increased by the rate at which that Tax is levied or imposed.

To the general extent of our cooperation, and not withstanding the above, all tax liabilities and obligations are the responsibility of You and/or the Merchant that You represent. You understand and accept that We are in no way responsible for Your obligations to declare and pay for any taxes that may be due from Your participation with Nexu.

Where possible, We pay all amounts to the accounts that Merchants have specified within the time frame agreed.
However, when and where imposed or legally obliged by legal or regulatory authorities We may be required to withhold payments due to any tax liabilities and injunctions that are imposed upon Us. We will release such funds upon legal confirmation that We may do so. Any withheld funds are not liable to interest gains or losses. In any such case, a statement will clearly show what has been withheld and where it has been paid.

Version: April 2018

ALL TERMS AND CONDITIONS

PROHIBITED LIST

Nexu do not accept Merchants who wish to promote, sell or otherwise distribute products or services that are deemed illegal or immoral.

We prohibit the use of the Platform and/or Services by Merchants who operate websites or sell products and/or services that containing or deal with matters related to:

  • Pornography,
  • Racism,
  • Unlawful,
  • Defamatory,
  • Obscene,
  • Harassing,
  • Otherwise objectionable content.

The definition of these categories is entirely at the discretion of Nexu.