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Nyxa Customer Terms of Service

Effective date: [Effective date]

1. Parties and acceptance

These terms are a contract between:

  • Nyxa, operated by Nyxa OÜ, Estonian registry code 17607491, registered at Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia ("Nyxa", "we", "us"); and
  • the business that subscribes to or trials Nyxa (the "Customer", "you").

You accept these terms when you do any of the following: accept an invitation to create a Nyxa firm account, create or use an account, pay an invoice or Stripe payment link for Nyxa, sign an order form that refers to these terms, or otherwise use the service. The person accepting confirms they are authorised to bind the Customer.

Nyxa is a business service. It is not offered to consumers.

Authorised Users. The Customer may allow its owners and administrators ("Owners"), its consultants ("Consultants") and, at its option, its own clients ("Client-Portal Users") to use Nyxa. Together these are "Authorised Users". The Customer is responsible for all Authorised Users under section 4.

2. The service

Nyxa is a hosted software service for fraud and compliance consultancy firms. It currently provides tools to manage clients, consultants, engagements, scheduling and capacity, projects and progress, invoices and reconciliation, a lead pipeline, a read-only client portal, in-app notifications, an in-app feedback form, and AI-assisted drafting of weekly client reports.

Nyxa is provided at app.nyxahq.com. A separate demonstration environment at demo.nyxahq.com contains fictional data and is for evaluation only.

Early-access status. Nyxa is currently in an invite-only early-access phase. Features may change, be added or be removed as we develop the product. We do not guarantee that any feature shown in the demo, described in materials, or discussed as a roadmap item will be available at any particular time or at all.

3. Founding cohort terms

The Customer is admitted to Nyxa as a member of the founding cohort on the following basis:

  • Access is by invitation only. We may decline or withdraw an invitation at our discretion before an account is created.
  • Trial. Each new firm starts on a trial of [Trial length, currently proposed 14 days]. During the trial the Customer has access to [trial scope] at no charge. At the end of the trial, [what happens: continued access on the founding plan once payment is received / soft reminder / other, to be decided].
  • Founding price. The founding price is [Founding price and currency] per month per firm, everything included, and is fixed for [Price lock period, currently proposed 12 months] from the start of paid service. After that period we may change the price on notice under section 11.
  • Feedback participation. In return for the founding price the Customer agrees to take part in feedback in good faith, currently expected to be [Feedback commitment, for example a short call after week 2 and week 6] plus use of the in-app Feedback form. We may use feedback under section 15. We will not disclose the Customer's confidential information or customer content when using feedback.
  • Roadmap influence. Cohort feedback informs what we build next, but does not commit us to build any particular feature.

4. Accounts and Authorised Users

  • The Customer's Owner account controls the firm account, including inviting and removing Consultants and Client-Portal Users and setting what each may see.
  • Consultants and Client-Portal Users have limited roles. Consultants see their own assignments and related projects. Client-Portal Users see only what the Customer chooses to make visible.
  • The Customer is responsible for everyone it invites, for their compliance with these terms, and for keeping their access appropriate. If an Authorised User should no longer have access, the Customer must remove or deactivate them.
  • Each Authorised User must keep their login credentials confidential and must not share an account. Shared logins are permitted only in the demo environment.
  • The Customer must tell us promptly at legal@nyxahq.com if it becomes aware of any unauthorised access to its account or data.
  • We may suspend an account or an Authorised User where we reasonably believe there is a security risk, misuse, or a breach of these terms, and will tell the Customer as soon as we reasonably can.

5. Customer content

"Customer content" means everything the Customer and its Authorised Users enter into or upload to Nyxa, including client and consultant records, engagements, projects, progress updates, invoices and attachments, leads, feedback about the Customer's own operations, and reports.

  • Ownership. The Customer owns its customer content. Nothing in these terms transfers that ownership to us.
  • Licence to us. The Customer grants us the rights needed to host, store, process, display, back up, transmit and generate output from customer content in order to provide the service, provide support, and comply with law. This includes sending relevant customer content to our AI provider when the Customer triggers an AI feature (section 8).
  • Customer responsibilities. The Customer is responsible for the accuracy and legality of its customer content, for having the rights, permissions and lawful basis to enter it into Nyxa and to invite the people it invites, and for telling those people how their information is used.
  • Restricted data. The Customer must not enter special-category personal data, regulated health information, full payment-card numbers, or other data subject to specific regulatory regimes unless we have agreed to it in writing beforehand. Fraud and compliance work may involve information about suspected offences or investigations; the Customer is responsible for confirming it may lawfully record that information and for entering only what its engagements require.
  • Demo environment. The Customer must not enter real customer content or real personal data into demo.nyxahq.com.

Our Privacy Policy explains how we handle personal data. Where we process personal data in customer content on the Customer's behalf we do so as a processor on the Customer's instructions, as set out in these terms and in [any data processing agreement agreed with the Customer].

6. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of these terms, and protect it with at least the care it uses for its own confidential information.

Customer content is the Customer's confidential information. Our non-public product information, roadmap, pricing offered to the Customer, and security details are our confidential information.

Confidential information does not include information that is or becomes public without breach, was already lawfully known to the receiving party, was independently developed, or was lawfully received from a third party without restriction.

A party may disclose confidential information where required by law, a court or a regulator, provided it gives the other party prompt notice where legally permitted and discloses only what is required.

These obligations continue for [Confidentiality survival period, for example 5 years] after the terms end, and indefinitely for customer content.

7. Acceptable use

The Customer and its Authorised Users must not:

  • use Nyxa for any unlawful purpose or in breach of any applicable law;
  • enter data they do not have the right to enter, or invite people they are not entitled to invite;
  • attempt to access another firm's data or any part of the service they are not authorised to use;
  • carry out security or penetration testing without our prior written consent;
  • reverse engineer, copy, scrape, or bypass access controls in the service;
  • use Nyxa to send spam, malware or harmful content;
  • share or resell access, or share login credentials outside the demo environment;
  • use the demo environment for real customer content;
  • enter restricted data in breach of section 5;
  • use AI features in a way that breaches our AI provider's usage policies.

We may remove content or suspend access that we reasonably believe breaches this section.

8. AI-assisted weekly reports

Nyxa can draft a weekly client report on request, using an AI model provided by Anthropic.

  • Drafts only. AI output is drafting assistance. The Customer is responsible for reviewing, editing, approving and deciding whether to publish or send any report. Nyxa never sends AI output to the Customer's clients automatically; publication to the client portal happens only when an Owner chooses it.
  • No guarantee of accuracy. AI-generated text may be incomplete, inaccurate or omit important context. We do not warrant its accuracy, completeness or suitability for any purpose. AI output is not legal, regulatory, compliance or professional advice.
  • Data sent to the AI provider. When an Owner triggers a draft, relevant customer content for that client (such as project status, milestones and recent progress updates) is sent to Anthropic to generate the draft. Anthropic processes data in the United States or a global region. Under Anthropic's commercial terms, data sent through its API is not used to train its models. Our Privacy Policy and subprocessor list describe this further.
  • What we log. We record metadata about each AI generation (provider, model, purpose, token counts, timing, cost and outcome). We do not store the text sent to or returned by the AI provider in that log. Drafts and reports the Customer saves are stored as customer content.
  • Credits. AI features consume credits included in the Customer's plan. The credit cost of an action is shown before it runs. Credits are not refundable except as set out in section 11. If a generation fails, the reserved credits are released.
  • Controls. The Customer may stop using AI features at any time.

9. Client portal

The client portal lets the Customer share selected information with its own clients.

  • The Customer controls which clients receive portal access and which projects and reports are visible to each client.
  • The portal is read-only for Client-Portal Users in its current form.
  • The Customer is responsible for ensuring that anything it makes visible is appropriate to share with that client.
  • We are not a party to the Customer's relationship with its clients and are not responsible for the Customer's client communications.

10. Invoicing and reconciliation feature

Nyxa's invoicing tools let Consultants submit invoices and let Owners compare them against expected amounts and flag discrepancies.

  • These tools are operational assistance only. They are not accounting, bookkeeping, tax or payment services and do not constitute financial, accounting or tax advice.
  • The Customer remains responsible for the accuracy of its invoices, what it charges its clients, what it pays its consultants, and all tax and accounting obligations.
  • Discrepancy flags depend on the data entered and are not guaranteed to identify every error or issue.
  • Nyxa does not move money. Invoices recorded in Nyxa are records only.

11. Fees, payment, cancellation and refunds

  • Fees. The Customer pays the founding price in section 3, or such other fees as we agree in writing.
  • How to pay. During the early-access phase we invoice through Stripe payment links. We set the Customer's plan in the application manually once payment is received. Card details are entered directly with Stripe; we never store card numbers.
  • Billing period. [Monthly, in advance]
  • Late or missing payment. If payment is not received within [number] days of the due date we may, after notice, suspend access until payment is made.
  • Cancellation by the Customer. The Customer may cancel at any time by emailing admin@nyxahq.com. Cancellation takes effect at [the end of the current billing period].
  • Refunds. [Refund policy. Options: no refunds for periods already started; pro-rata refund on cancellation; refund within X days of first payment. To be decided.]
  • Taxes. Fees are stated exclusive of VAT, GST, sales tax and similar taxes. [Tax handling to be confirmed with an accountant or tax adviser, including whether reverse charge applies to business customers in the UK and EU and how APAC customers are invoiced.] The Customer is responsible for any withholding or local taxes on payments to us.
  • Price changes. After the price lock period in section 3 we may change fees by giving at least [30] days' notice. Changes apply from the next billing period after the notice period.

12. Availability and support

  • We provide Nyxa on a commercially reasonable basis. During the early-access phase there is no service-level agreement, uptime commitment or support response time unless we agree one separately in writing.
  • We may take the service down for maintenance, updates or security work. We will try to give notice of planned downtime where practical.
  • Support is by email at contact@nyxahq.com or admin@nyxahq.com during our normal working hours. Security or privacy concerns should go to legal@nyxahq.com.

13. Security

We use reasonable technical and organisational measures to protect customer content, including firm-level data separation enforced at the database level, role-based access within each firm, private file storage with short-lived access links, encryption in transit, and a live environment that is separate from the demo environment. Our Privacy Policy describes these in more detail.

No system is completely secure, and we do not guarantee that Nyxa will be free from unauthorised access. The Customer is responsible for the security of its own devices, networks and credentials, and for managing who it gives access to.

If we become aware of a security incident affecting the Customer's content we will tell the Customer without undue delay and give the information reasonably needed for the Customer to meet its own obligations.

14. Suspension and termination

  • By the Customer. The Customer may end these terms by cancelling under section 11.
  • By us. We may suspend or end the Customer's access on notice if the Customer fails to pay when due, breaches these terms (including acceptable use or restricted-data rules) and does not remedy the breach within [14] days of notice, creates a security or legal risk for us or other customers, or if we discontinue the service. We will give at least [30] days' notice if we discontinue Nyxa, except where a shorter period is required by law or security.
  • Effect of termination. Access ends on the termination date. Section 15 sets out what happens to customer content. Fees already paid are not refunded except as set out in section 11.
  • Survival. Sections 5 (customer content responsibilities), 6, 10, 15, 16, 17, 18, 19 and 20, and any payment obligations that accrued before termination, survive the end of these terms.

15. Data export and deletion

  • Export. Before or within [30] days after termination the Customer may ask us to provide an export of its customer content in a reasonable machine-readable format.
  • Deletion. After [the export window] we will delete customer content from the live application within [period], except where we must keep it to comply with law, resolve disputes or enforce these terms. Deleted data may persist in backups for a limited period before it is overwritten.
  • The Customer's own records. The Customer is responsible for keeping its own copies of any records it needs, including invoices and reports, before termination.
  • Deletion on request. The Customer may ask us at any time to delete specific customer content that it cannot delete itself in the application.

16. Intellectual property

  • We own all rights in Nyxa, including the software, design, documentation, brand and any improvements. These terms grant the Customer a non-exclusive, non-transferable right to use Nyxa during the term for its internal business purposes, and nothing more.
  • The Customer owns its customer content.
  • Feedback. If the Customer or its Authorised Users give us suggestions or feedback about Nyxa, we may use it to improve the service without obligation or payment. We will not use feedback in a way that discloses the Customer's identity, confidential information or customer content without permission.
  • The Customer must not copy, modify, resell, sublicense or create derivative works from Nyxa, or use it to build a competing product.

17. Warranties and disclaimers

  • Each party warrants that it has authority to enter into these terms.
  • The Customer warrants that it has the rights and lawful basis needed for its customer content and its Authorised Users under section 5.
  • Early access. Nyxa is in early access and is provided "as is" and "as available". To the fullest extent permitted by law we exclude all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.
  • We do not warrant that Nyxa will be uninterrupted, error-free or secure, that defects will be corrected, or that it will meet the Customer's requirements.
  • Nyxa does not provide legal, regulatory, compliance, tax, accounting or other professional advice. Outputs, including AI drafts and reconciliation flags, are tools to support the Customer's own professional judgement.

18. Limitation of liability

  • Exclusions. Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, or for loss or corruption of data (except as set out below), arising from these terms, however caused.
  • Cap. Each party's total liability arising from these terms in any [12-month period] is limited to [Liability cap: for example the fees paid by the Customer in the 12 months before the claim, or a fixed amount, to be decided with legal advice].
  • Data. Our liability for loss or corruption of customer content is limited to using reasonable efforts to restore it from the most recent available backup.
  • Not limited. Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of section 6 (confidentiality), or any liability that cannot be excluded by law.

19. Indemnity

The Customer will indemnify us against losses, costs and claims arising from: customer content that infringes third-party rights or breaches law; the Customer's lack of rights, permissions or lawful basis for its customer content or Authorised Users; breach of section 7 (acceptable use); or the Customer's use of AI output or reconciliation output without review.

20. Governing law and disputes

These terms are governed by the law of [Governing law]. The courts of [Venue] have exclusive jurisdiction over any dispute, subject to any right of either party to seek interim relief in another court.

Before starting proceedings the parties will try in good faith to resolve any dispute by discussion between senior representatives for at least [30] days.

21. Changes to these terms

We may update these terms from time to time. We will post the current version at [URL] with its effective date. For material changes we will give the Customer at least [30] days' notice by email or in the application. For paying customers, material changes take effect at the start of the next billing period after the notice period, except where a change is needed for legal, regulatory or security reasons, in which case it may take effect sooner. Continued use after the effective date is acceptance of the updated terms. If the Customer does not accept a material change it may cancel under section 11 before the change takes effect.

22. General

  • Entire agreement. These terms, the Privacy Policy, any order form and any data processing agreement are the entire agreement between the parties for the service and replace any earlier discussions.
  • Order of precedence. If documents conflict, an order form signed by both parties prevails over these terms, and these terms prevail over the Privacy Policy on commercial matters.
  • Assignment. The Customer may not assign these terms without our written consent. We may assign them to a successor to our business on notice.
  • Notices. Notices to us go to legal@nyxahq.com. Notices to the Customer go to the Owner's email address on the account.
  • Waiver and severability. A failure to enforce a term is not a waiver. If any term is unenforceable the rest continue in force.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
  • Independent parties. Nothing creates a partnership, agency or employment relationship.

23. Contact

Legal and privacy: legal@nyxahq.com
Administration and billing: admin@nyxahq.com
General enquiries and support: contact@nyxahq.com