Terms of Service

Effective Date: May 01, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between the individual or entity registering for or using the Services ("User," "You") and Nexxa Limited ("NexxaScreen," "We," "Us," "Our"), a company registered in England and Wales with Company Registration Number: 16412863 and registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom.

By clicking "I Accept," creating an account, or by accessing or using the Services, You acknowledge that You have read, understood, and agree to be bound by these Terms and Our Privacy Policy, which is incorporated herein by reference. If You are entering into these Terms on behalf of a company, business, or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms "User," "You," or "Your" shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Services.

1. Introduction & Acceptance of Terms

1.1. Agreement to Terms

These Terms govern Your access to and use of the NexxaScreen AI-powered interview and coaching platform, including any software, services, features, tools, data, and documentation associated therewith (collectively, the "Services"). Acceptance of these Terms is manifested by clicking an "I Accept" button or checkbox presented with these Terms during the registration process, or by otherwise accessing or using the Services. Such acceptance forms a binding contract.

1.2. Definitions

  • "AI Interview Coach" means the NexxaScreen Service designed for Candidates to practice interviews and receive AI-generated feedback.
  • "AI Interviewer" means the NexxaScreen Service designed for Recruiters to facilitate AI-assisted interviews with Candidates and receive AI-generated analysis.
  • "AI-Generated Content" means any data, analysis, reports, feedback, scores, summaries, or other content produced by the AI components of the Services based on User Content or other inputs.
  • "Candidate" means an individual User who uses the AI Interview Coach services or participates in an interview facilitated by the AI Interviewer at the invitation of a Recruiter.
  • "Fees" means the charges payable by a User (typically a Recruiter) for access to and use of certain aspects of the Services, as set out in an Order Form or on the NexxaScreen website.
  • "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • "NexxaScreen Content" means all content, data, information, and materials provided or made available by NexxaScreen as part of the Services, excluding User Content and AI-Generated Content derived directly from a specific User's User Content for that User's benefit.
  • "Platform" means the NexxaScreen online platform through which the Services are delivered.
  • "Recruiter" means a User, typically a business or organization or its representative, that uses the AI Interviewer services to assess Candidates for employment or engagement opportunities.
  • "Services" means the AI Interviewer, AI Interview Coach, the Platform, and all related software, features, functionalities, and support provided by NexxaScreen.
  • "Subscription Term" means the period during which a User has an active subscription to use the Services, as specified in an Order Form or applicable plan.
  • "User" means any individual or entity (Candidate or Recruiter) that registers for, accesses, or uses the Services.
  • "User Content" means all data, information, text, documents (such as CVs/resumes), video recordings, audio recordings, images, and other materials uploaded, submitted, recorded, created, or otherwise provided by a User to or through the Services. This includes Recruiter Content (e.g., job descriptions, interview questions defined by Recruiters) and Candidate Content (e.g., CVs, video interview responses, audio inputs).

1.3. Eligibility and Account Registration

  • To use the Services, You must be at least 18 years of age and possess the legal authority to enter into these Terms. If You are under 18, You may not use the Services.
  • You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
  • NexxaScreen offers different account types for Recruiters and Candidates, which may have different features or obligations.
  • NexxaScreen reserves the right to refuse registration or to cancel or suspend an account at its discretion, particularly if information provided is found to be false, inaccurate, or incomplete, or if there is a breach of these Terms.

2. Description of Services

2.1. AI Interviewer Services for Recruiters

The AI Interviewer Service enables Recruiters to create and manage AI-assisted interview processes for Candidates. This may include features such as automated interview scheduling (if offered), presenting questions to Candidates via an AI interface, recording Candidate responses (video and/or audio), and providing Recruiters with AI-Generated Content such as analyses of Candidate responses, summaries, and potential competency assessments. The AI Interviewer is intended as a tool to assist Recruiters in their evaluation process and is not designed to make final hiring decisions independently. Recruiters are responsible for their ultimate hiring decisions.

2.2. AI Interview Coach Services for Candidates

The AI Interview Coach Service enables Candidates to practice interview skills by interacting with an AI-driven interface. This may include features such as responding to common interview questions, receiving AI-Generated Content in the form of feedback on aspects like communication clarity, pace, use of filler words, and perceived confidence. The AI Interview Coach is intended as a tool for self-improvement and practice and does not guarantee any specific outcome in actual job applications.

2.3. Service Modifications

NexxaScreen is continuously innovating and improving the Services. NexxaScreen reserves the right to modify, enhance, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. For any material deprecation of functionality in a paid Service, NexxaScreen will endeavor to provide reasonable advance notice to affected Users. NexxaScreen shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services, except as may be expressly provided in relation to paid subscriptions.

3. User Accounts and Responsibilities

3.1. Account Security

You are responsible for safeguarding Your account password and any other credentials used to access the Services. You agree not to disclose Your password to any third party. You are solely responsible for any and all activities or actions that occur under Your account, whether or not You have authorized such activities or actions. You must notify NexxaScreen immediately at [email protected] of any known or suspected unauthorized use of Your account or any other breach of security. NexxaScreen cannot and will not be liable for any loss or damage arising from Your failure to comply with these security obligations.

3.2. User Conduct and Obligations

You agree to use the Services only for lawful purposes and in accordance with these Terms, Our Privacy Policy, and all applicable laws and regulations, including but not limited to data protection laws (such as the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018), employment laws, and anti-discrimination laws.

You shall not misuse the Services. This includes, without limitation:

  • Uploading, transmitting, or distributing any User Content that is unlawful, defamatory, obscene, pornographic, abusive, harassing, threatening, discriminatory, infringing on intellectual property rights, or otherwise objectionable.
  • Using the Services for any purpose that is fraudulent or deceptive.
  • Interfering with or disrupting the integrity or performance of the Services or the data contained therein.
  • Attempting to gain unauthorized access to the Services or its related systems or networks.

Recruiter Specific Obligations:

  • Recruiters are solely responsible for ensuring they have a valid lawful basis (e.g., consent from the Candidate, legitimate interest, necessity for entering into a contract with the Candidate) for collecting, processing, and sharing Candidate personal data through the AI Interviewer Service.
  • Recruiters must comply with all applicable employment and anti-discrimination laws in their use of the AI Interviewer and any AI-Generated Content. Recruiters acknowledge that AI-Generated Content is for informational and assistive purposes and should not be the sole factor in making employment decisions.
  • Recruiters are responsible for clearly communicating the use of AI in the interview process to Candidates, in line with transparency requirements under applicable laws.

Candidate Specific Obligations:

  • Candidates agree to provide truthful and accurate information about themselves and their qualifications.
  • Candidates acknowledge that the AI Interview Coach is a practice tool and that performance in the AI Coach does not guarantee success in real interviews or job offers.
  • Candidates understand that their responses and interactions within the AI Interviewer service (when invited by a Recruiter) will be recorded and shared with that specific Recruiter for assessment purposes.

3.3. Responsibility for User Content

You are solely responsible for all User Content that You upload, post, email, transmit, record, or otherwise make available through the Services. You represent and warrant that You own or have all necessary rights, licenses, consents, and permissions to submit and use Your User Content in connection with the Services and to grant the licenses set forth in these Terms. NexxaScreen does not pre-screen User Content but reserves the right (but not the obligation) in its sole discretion to refuse or remove any User Content that violates these Terms or is otherwise deemed objectionable. NexxaScreen takes no responsibility and assumes no liability for any User Content.

4. Use of AI Services

4.1. Permitted Use

You may use the AI Interviewer and AI Interview Coach Services solely for their intended purposes as described in these Terms and any accompanying documentation: for Recruiters, to assist in the candidate assessment process; for Candidates, to practice interview skills and receive coaching feedback.

4.2. Restrictions on Use

You agree not to, and not to permit others to:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (including the AI models).
  • Modify, translate, or create derivative works based on the Services or any part thereof.
  • Use the Services to develop a competing product or service, or for any other purpose that is to NexxaScreen's commercial disadvantage.
  • Use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services.
  • Attempt to deliberately manipulate, bias, or "game" the AI algorithms or outputs for unfair advantage or discriminatory purposes.
  • Use the AI Services to generate outputs that are themselves illegal, defamatory, infringing, harassing, or otherwise harmful or objectionable.
  • Remove, alter, or obscure any proprietary notices or labels on or in the Services.

4.3. Acknowledgements Regarding AI

  • You acknowledge that artificial intelligence and machine learning are rapidly evolving fields. The AI-Generated Content provided by the Services is based on algorithms and data available at the time of generation and may not always be perfectly accurate, complete, or free from errors or biases.
  • AI-Generated Content (such as interview analysis, scores, or coaching feedback) is provided for informational and guidance purposes only. It should not be the sole basis for making significant decisions. Recruiters, in particular, are encouraged to use AI-Generated Content as one of several tools in their assessment process and to apply their own professional judgment and conduct further due diligence as appropriate.
  • NexxaScreen endeavors to develop and deploy its AI services responsibly and to mitigate potential biases in its AI models and outputs. However, You acknowledge that biases can be inherent in data or algorithms, and NexxaScreen cannot guarantee the complete absence of bias. Users, especially Recruiters, have a responsibility to be aware of potential biases and to use the Services in a fair and non-discriminatory manner.
  • The performance and outputs of the AI Services may vary depending on the quality and nature of the User Content provided and the specific context of use.

5. Fees and Payment

5.1. Subscription Fees

Access to certain features of the Services, particularly for Recruiters, may be subject to Fees. Applicable Fees will be set forth in an applicable order form, online subscription portal, or other agreement between You and NexxaScreen ("Order Form"). Fees are typically based on a subscription model (e.g., monthly or annual) and the selected service plan.

5.2. Payment Terms

You agree to pay all Fees specified in the Order Form in accordance with the payment terms therein. Unless otherwise stated, all Fees are quoted in GBP and are non-cancellable and non-refundable, except as expressly stated in these Terms or required by law. Fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including value-added tax (VAT), sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder.

5.3. Billing and Renewal

If You purchase a subscription, You authorize NexxaScreen or its third-party payment processor to charge Your chosen payment method for the initial Subscription Term and for any renewal Subscription Terms. Subscriptions may automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant Subscription Term, or as otherwise specified in the Order Form. The renewal pricing will be NexxaScreen's then-current standard pricing for the applicable Services, unless otherwise agreed in writing.

5.4. Late Payments

If any invoiced amount is not received by NexxaScreen by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in this section.

5.5. Fee Changes

NexxaScreen reserves the right to change the Fees or applicable charges and to institute new charges for the Services upon 60 days prior notice to You (which may be sent by email or posted on the Platform).

6. Intellectual Property Rights

6.1. NexxaScreen IP

As between You and NexxaScreen, NexxaScreen owns and shall retain all right, title, and interest in and to the Services (including the Platform, AI models, underlying technology, software, algorithms), NexxaScreen Content, any aggregated and/or anonymized data derived from the use of the Services (provided such data does not identify any individual User or entity), and all Intellectual Property Rights therein or related thereto. No rights are granted to You hereunder other than as expressly set forth herein.

6.2. User Content IP

As between You and NexxaScreen, You (or Your licensors) retain all right, title, and interest in and to Your User Content and any Intellectual Property Rights therein. For clarity, Candidates retain ownership of their image, voice, and the content of their responses as captured in video/audio recordings. Recruiters retain ownership of the job descriptions and specific interview questions they input.

6.3. License Grant from User to NexxaScreen

You hereby grant to NexxaScreen a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (through multiple tiers, e.g., to Our hosting providers), and transferable license to host, store, use, process, reproduce, modify, adapt, display, perform, distribute, and transmit Your User Content solely to the extent necessary for NexxaScreen to:

  • Provide, maintain, operate, and improve the Services for You and other Users;
  • Generate AI-Generated Content as part of the Services;
  • Prevent or address service, security, support, or technical issues;
  • Comply with applicable law or any valid legal process; and
  • Enforce these Terms.

Use for AI Model Training and Improvement: You acknowledge and agree that NexxaScreen may use User Content (which may include video recordings, audio recordings, and text interactions) to train, develop, and improve its AI models and the Services ("Improvement Purposes"). When User Content is used for Improvement Purposes, NexxaScreen will take steps to de-identify or anonymize such User Content to protect your privacy and ensure it does not identify You or any specific individual, unless explicit consent for use in an identifiable form for such purposes has been obtained. The lawful basis for such processing for Improvement Purposes is further detailed in Our Privacy Policy. This license for Improvement Purposes is perpetual and irrevocable with respect to de-identified or anonymized data. The use of User Content for Improvement Purposes is essential for enhancing the accuracy, fairness, and overall quality of the AI Services for all users.

6.4. License Grant from NexxaScreen to User

Subject to Your compliance with these Terms and payment of any applicable Fees, NexxaScreen grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Subscription Term (or period of authorized use) to access and use the Services and any AI-Generated Content provided to You through the Services, solely for Your internal business purposes (if You are a Recruiter) or Your personal, non-commercial development purposes (if You are a Candidate), and in accordance with any usage restrictions specified in Your Order Form or service plan.

6.5. Feedback

If You provide NexxaScreen with any feedback, suggestions, ideas, improvements, or recommendations concerning the Services ("Feedback"), You hereby grant NexxaScreen a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback in any manner without any obligation, attribution, or compensation to You.

7. Data Protection and Privacy

7.1. Privacy Policy

NexxaScreen is committed to protecting Your personal data. Our collection, use, disclosure, retention, and protection of personal data in connection with the Services is governed by the NexxaScreen Privacy Policy, available at [https://nexxascreen.com/privacy-policy]. The Privacy Policy is incorporated by reference into and forms an integral part of these Terms. You acknowledge that You have read and understood the Privacy Policy.

7.2. User Warranties (Recruiters)

If You, as a Recruiter, provide or make accessible to NexxaScreen any personal data relating to Candidates or any other individuals in connection with Your use of the Services, You represent and warrant that:

  • You have obtained all necessary rights, consents, and permissions, and have a valid lawful basis under applicable data protection laws (including UK GDPR) to collect, process, and share such personal data with NexxaScreen for the purposes of using the Services.
  • Your provision and NexxaScreen's processing of such personal data in accordance with these Terms and the Privacy Policy will not violate any applicable data protection laws or infringe upon the rights of any third party.
  • You have provided all necessary notices and information to such individuals regarding the processing of their personal data by You and by NexxaScreen as contemplated by the Services.

7.3. Data Processing Roles

  • NexxaScreen generally acts as a "data controller" for the personal data it processes to provide the Services to Users directly (e.g., Candidate data when using the AI Coach, Recruiter account data).
  • In certain circumstances, where a Recruiter uses the AI Interviewer Service to process Candidate data that the Recruiter has sourced and controls, NexxaScreen may act as a "data processor" on behalf of the Recruiter (who is the data controller). The specific roles will be determined by the context of processing and applicable data protection law.
  • Where NexxaScreen acts as a data processor on behalf of a Recruiter, the terms of a Data Processing Addendum ("DPA") shall apply. Such DPA may be provided by NexxaScreen or incorporated into an Order Form. The DPA will set out the parties' respective obligations concerning the processing of personal data in compliance with Article 28 of the UK GDPR.

8. Confidentiality

8.1. Definition

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. NexxaScreen's Confidential Information includes the Services, its underlying technology, AI models, pricing, and business plans. Your Confidential Information includes Your User Content that is not publicly available.

8.2. Obligations

The Receiving Party agrees to: (i) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms; (ii) not disclose such Confidential Information to any third party, except as expressly permitted herein or with the Disclosing Party's prior written consent; and (iii) protect such Confidential Information from unauthorized use and disclosure using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

8.3. Exceptions

These confidentiality obligations shall not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may also disclose Confidential Information to the extent required by law or by order of a court or governmental agency, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain a protective order.

9. Term and Termination

9.1. Term

These Terms shall commence on the date You first accept them or first access or use the Services and shall continue in effect until terminated as set forth herein. If You have subscribed to a paid Service, the initial Subscription Term will be as specified in Your Order Form.

9.2. Termination by User

You may terminate these Terms and Your account at any time by following the account closure procedures within the Services or by providing written notice to NexxaScreen at [email protected]. If You have a paid subscription, termination will typically be effective at the end of the then-current Subscription Term, and You will not be entitled to a refund of any prepaid Fees, unless otherwise specified or required by law.

9.3. Termination or Suspension by NexxaScreen

NexxaScreen may suspend Your access to or use of the Services, or terminate these Terms and Your account, immediately upon notice to You if:

  • You breach any material provision of these Terms (including failure to pay applicable Fees);
  • You engage in any activity that is unlawful, fraudulent, or harmful to NexxaScreen, its Services, or other Users;
  • NexxaScreen is required to do so by law or by a regulatory authority;
  • NexxaScreen decides to discontinue the Services generally or to discontinue the specific Service to which You subscribe (in which case, for paid subscriptions, NexxaScreen will endeavor to provide reasonable advance notice and may offer a pro-rata refund of any prepaid, unused Fees).

9.4. Effect of Termination

Upon termination or expiration of these Terms for any reason:

  • All rights and licenses granted to You under these Terms will immediately cease.
  • You must cease all use of the Services and NexxaScreen Content.
  • You will remain liable for any outstanding Fees owed to NexxaScreen up to the effective date of termination.
  • NexxaScreen may delete or anonymize Your User Content from its live databases in accordance with its standard data retention and deletion policies as outlined in the Privacy Policy. You are responsible for exporting any User Content You wish to retain prior to termination, if such functionality is available.

The following Sections shall survive termination or expiration: 1.2 (Definitions), 5 (Fees and Payment, for amounts owed), 6 (Intellectual Property Rights), 7 (Data Protection and Privacy, as applicable to post-termination obligations), 8 (Confidentiality), 9.4 (Effect of Termination), 10 (Disclaimers and Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), 14 (General Provisions), and 15 (Contact Information).

10. Disclaimers and Warranties

10.1. "AS IS" Service

THE SERVICES, NEXXASCREEN CONTENT, AND AI-GENERATED CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXXASCREEN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

10.2. No Guarantee of Outcomes or Performance

NEXXASCREEN DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEXXASCREEN MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY NEXXASCREEN CONTENT OR AI-GENERATED CONTENT. NEXXASCREEN DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES FROM THE USE OF THE SERVICES, SUCH AS JOB OFFERS FOR CANDIDATES OR SUCCESSFUL HIRES FOR RECRUITERS.

10.3. User Responsibility for Decisions

YOU ACKNOWLEDGE AND AGREE THAT ANY DECISIONS MADE OR ACTIONS TAKEN BY YOU BASED ON INFORMATION OR AI-GENERATED CONTENT OBTAINED THROUGH THE SERVICES ARE AT YOUR SOLE DISCRETION AND RISK. RECRUITERS ARE SOLELY RESPONSIBLE FOR THEIR HIRING DECISIONS AND CANDIDATES ARE SOLELY RESPONSIBLE FOR THEIR CAREER DECISIONS.

11. Limitation of Liability

11.1. Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXXASCREEN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, NEXXASCREEN CONTENT, OR AI-GENERATED CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NEXXASCREEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXXASCREEN'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO NEXXASCREEN FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED POUNDS STERLING (£100.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

11.3. Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NEXXASCREEN AND YOU.

11.4. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You. Nothing in these Terms shall limit or exclude NexxaScreen's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter in respect of which it would be unlawful for NexxaScreen to exclude or restrict liability under applicable law.

12. Indemnification

You agree to defend, indemnify, and hold harmless NexxaScreen, its affiliates, officers, directors, employees, and agents, from and against any and all claims, actions, suits, proceedings, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable legal fees) arising from or related to:

  • Your access to or use of the Services in violation of these Terms;
  • Your User Content, including any claim that Your User Content infringes or misappropriates the Intellectual Property Rights or other proprietary rights of a third party, or violates applicable data protection laws;
  • Your violation of any applicable law or regulation; or
  • Your negligence or willful misconduct.

NexxaScreen reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with NexxaScreen in asserting any available defenses.

13. Dispute Resolution

13.1. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

13.2. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

13.3. Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good faith negotiations. A party wishing to initiate this informal process shall send written notice to the other party describing the nature of the dispute and the relief sought.

13.4. Alternative Dispute Resolution

For business-to-business disputes, the parties may, if mutually agreed in writing, submit disputes to mediation or another form of alternative dispute resolution before resorting to litigation. For Candidates (consumers), no mandatory alternative dispute resolution process is imposed, and all rights to pursue claims through courts of competent jurisdiction are preserved.

14. General Provisions

14.1. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by NexxaScreen (i) via email (to the address that You provide) or (ii) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

14.2. Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms or other documents expressly incorporated by reference, constitute the entire and exclusive understanding and agreement between NexxaScreen and You regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between NexxaScreen and You regarding the Services.

14.3. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while preserving its intent, or if that is not possible, severed from these Terms, and the remaining provisions of these Terms will remain in full force and effect.

14.4. Waiver

The failure of NexxaScreen to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of NexxaScreen.

14.5. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without NexxaScreen's prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and void. NexxaScreen may assign or transfer these Terms, in whole or in part, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

14.6. Force Majeure

NexxaScreen shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond NexxaScreen's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation, acts of God, terrorism, war, riots, or governmental action.

14.7. Third-Party Rights

These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.8. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

15. Contact Information

If You have any questions about these Terms or the Services, please contact NexxaScreen at:

Nexxa Limited
71-75 Shelton Street,
Covent Garden,
London, WC2H 9JQ
United Kingdom
Email: [email protected]