Terms of Service

Effective date: 22 March 2026

These Terms of Service ("Terms") govern your access to and use of the Nexentry platform ("Platform"), operated by Nexentry Pty Ltd (ABN pending) ("Nexentry", "we", "us", "our"). By accessing or using the Platform, you agree to be bound by these Terms.

1. Definitions

• "Customer" means the business entity that has entered into a subscription agreement with Nexentry to use the Platform.
• "User" means any individual authorised by a Customer to access the Platform, including administrators, site managers, and staff.
• "Member" means an end-user whose data is managed within the Platform by a Customer (e.g., a gym member).
• "Site" means a physical location operated by a Customer where the Platform's services are deployed.
• "Edge Agent" means the on-premises software component installed at a Site to facilitate door access control.

2. Account Registration and Security

To use the Platform, Customers must register an account and designate at least one authorised administrator. You are responsible for:

• Maintaining the confidentiality of login credentials and API keys.
• All activities that occur under your account.
• Ensuring that all Users comply with these Terms.
• Promptly notifying us of any unauthorised access to your account.

We strongly recommend enabling multi-factor authentication (MFA) for all User accounts.

3. Permitted Use

The Platform is provided for the purpose of managing gym and fitness facility operations, including member management, door access control, billing, and related administrative functions. You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable laws.
• Attempt to gain unauthorised access to any part of the Platform or its infrastructure.
• Reverse engineer, decompile, or disassemble any part of the Platform.
• Interfere with or disrupt the integrity or performance of the Platform.
• Use the Platform to store or transmit malicious code, viruses, or harmful data.
• Resell, sublicense, or redistribute access to the Platform without our written consent.

4. Subscription and Fees

Access to the Platform is provided on a subscription basis. Fees are as set out in your subscription agreement with Nexentry. Unless otherwise agreed:

• Subscription fees are billed in advance on a monthly basis.
• All fees are quoted in Australian dollars (AUD) and are exclusive of GST.
• Late payments may incur interest at the rate of 1.5% per month.
• We reserve the right to adjust pricing with 30 days' written notice.

5. Data Ownership and Processing

You retain ownership of all data you or your Members submit to the Platform ("Customer Data"). By using the Platform, you grant us a limited licence to process Customer Data solely for the purpose of providing and improving the Platform.

• We will not sell, share, or use Customer Data for advertising purposes.
• Customer Data is logically isolated between Customers within our multi-tenant architecture.
• Upon termination, you may request an export of your Customer Data within 30 days.

6. Third-Party Integrations

The Platform integrates with third-party services including payment processors (Merchant Warrior), SMS providers (Twilio), and access control hardware (Paxton Net2). We are not responsible for the availability, accuracy, or performance of third-party services. Your use of third-party services is subject to their respective terms and conditions.

7. Edge Agent and On-Premises Software

Where an Edge Agent is deployed at your Site:

• You are responsible for providing and maintaining suitable hardware, network connectivity, and power supply.
• The Edge Agent operates a fail-open policy during connectivity outages — doors will default to granting access if the cloud cannot be reached and local cache permits.
• You acknowledge and accept the security implications of the fail-open policy.
• We are not liable for physical security breaches resulting from hardware failure, power outages, or network disruptions at your Site.

8. Service Level

We target 99.9% uptime for the cloud-hosted Platform, measured monthly, excluding scheduled maintenance windows. The Edge Agent's availability depends on your local infrastructure and is not covered by this commitment. We will use commercially reasonable efforts to provide advance notice of scheduled maintenance.

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total aggregate liability under these Terms shall not exceed the fees paid by you in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.
• We shall not be liable for any damages arising from your use of, or inability to use, third-party integrations.

10. Indemnification

You agree to indemnify and hold harmless Nexentry, its officers, directors, employees, and agents from any claims, liabilities, damages, or expenses arising from:

• Your breach of these Terms.
• Your use of the Platform in violation of applicable laws.
• Any dispute between you and your Members regarding data collected through the Platform.

11. Termination

• Either party may terminate the subscription with 30 days' written notice.
• We may suspend or terminate your access immediately if you breach these Terms.
• Upon termination, your access to the Platform will cease and we will retain your data for 30 days to allow for export, after which it may be permanently deleted.
• Termination does not affect any accrued rights or obligations.

12. Modifications to Terms

We may update these Terms from time to time. We will notify active Customers of material changes at least 14 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

13. Governing Law

These Terms are governed by the laws of New South Wales, Australia. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of New South Wales.

14. Contact

For questions about these Terms, contact us at legal@nexentry.ai.