1. Parties
This Founding Partner Agreement ("Agreement") is entered into between:
NexusNext AI ("NexusNext")
and
the company admitted by NexusNext to the Founding Partner programme (the "Partner").
Each a "Party", together the "Parties".
2. Purpose
The NexusNext platform is under active development. The Founding Partner programme is the annual form of the All-in subscription: a customer who commits for twelve months obtains, on top of the full platform, early access to functionality that is still in development and a direct role in shaping the product roadmap — in exchange for practical feedback. This Agreement sets out the rights and obligations of both Parties within that programme. It supplements, and does not replace, the general terms of use of the Platform.
3. Definitions
- "Platform": the NexusNext software platform operated by NexusNext, including its modules for communication, sourcing, quotations, orders, supplier and customer management, workpieces, workshop and machine monitoring, portals, market exploration, company screening, knowledge and engineering tools.
- "All-in Subscription": the single subscription that includes all generally released modules of the Platform, offered either on a monthly term or on an annual term, subject to the Fair Use Limits.
- "Founder Edition": the annual term of the All-in Subscription, which additionally includes access to Modules in Development and the roadmap rights set out in Clause 7. A monthly All-in Subscription is not a Founder Edition.
- "Modules in Development": functionality identified by NexusNext as not yet generally released (labelled "in development", "planned" or equivalent on the public roadmap or within the Platform).
- "Founder Rate": the annual subscription rate granted to the Partner under Clause 6.
- "Fair Use Limits": the published monthly volume limits that apply to those functions which incur genuine compute cost or third-party data cost (such as AI intake of requests, company screenings based on filed annual accounts, AI enrichment of market records, and documents ingested by the knowledge module), together with the published limit on the number of users. The Fair Use Limits in force are published on the NexusNext website.
- "Hardware and Services": physical equipment (including the NexusNext Connect device), installation on machines, cabling, data migration from existing systems, bespoke development and third-party licences. Hardware and Services are never included in a subscription and are quoted separately.
- "Customer Data": all data uploaded to or generated within the Partner's own Platform environment, as further described in the Mutual NDA and the Trust Center.
4. Admission — the Annual Subscription
Participation in the Founding Partner programme follows from the Partner subscribing to the All-in Subscription on an annual term. No separate approval procedure applies. Admission takes effect upon signature of this Agreement by both Parties, or upon activation of the annual subscription where the Partner has accepted this Agreement electronically, whichever occurs first.
NexusNext may close the programme to new entrants, or change the conditions under which new Partners are admitted, at any time. Such a change never reduces the rights of a Partner already admitted, whose rights continue to be governed by Clauses 5, 6 and 7 for as long as the annual subscription continues without interruption.
5. Founder Edition Access
The Partner receives the All-in Subscription, which includes every generally released module of the Platform — including modules released during the term, at no additional charge — subject to the Fair Use Limits. On top of that, the Founder Edition gives access to functionality that is still under construction. Accordingly:
- Modules in Development are provided "as is" and "as available": their functionality, appearance and behaviour may change, be paused or be withdrawn as development progresses;
- no service levels, availability commitments or fitness-for-purpose warranties apply to Modules in Development;
- generally released modules (labelled "live") are supported in the normal course, with priority support as described in Clause 12;
- a module released during the term is added to the Partner’s environment without any increase of the Founder Rate for the remainder of the frozen-rate period described in Clause 6;
- NexusNext will identify within the Platform or its documentation which modules are in development at any given time.
The Partner acknowledges that early access is a deliberate trade-off: earlier capability and influence, in exchange for tolerance of iteration.
6. Founder Rate, Fair Use and Exclusions
The Partner pays the Founder Rate agreed at signature, invoiced annually in advance. As long as the Partner's annual subscription continues without interruption:
- the Founder Rate remains permanently frozen, regardless of future list-price increases;
- modules released during the term are included at no additional charge, as set out in Clause 5;
- a Partner who switches from a monthly to an annual term becomes a Founding Partner as from the start of that annual term, at the Founder Rate then in force.
Fair use. The All-in Subscription covers software. All modules are included; only the functions listed in the definition of Fair Use Limits carry a published monthly volume. Where the Partner exceeds a Fair Use Limit, NexusNext will not silently interrupt the service: the excess work is queued until the following period, or the Partner may purchase additional volume at cost price, at the Partner's choice. NexusNext will notify the Partner before any additional volume is invoiced. NexusNext may adjust the published Fair Use Limits with thirty (30) days' notice; a reduction that materially affects the Partner entitles the Partner to terminate as from the effective date of that reduction, with a pro rata refund of prepaid fees.
Exclusions. The Founder Rate does not cover Hardware and Services, nor AI training credits for the knowledge module ("brain"), nor third-party costs. These are quoted separately and in advance, and are never charged retroactively. If the subscription is terminated, the Founder Rate lapses definitively; re-subscription occurs at the then-current list price.
7. Roadmap Influence
The Partner is given a structural voice in product direction:
- a standing invitation to the recurring roadmap consultation (the "Friday Question");
- the right to submit and motivate feature priorities;
- early sight of planned functionality before general release.
NexusNext undertakes to genuinely consider Partner input, but retains sole and final discretion over the roadmap, priorities and release dates. Roadmap communications are indicative and do not constitute commitments to deliver specific functionality by specific dates.
8. Partner Commitments
The Partner agrees to:
- use the Platform in genuine day-to-day operations and provide reasonable, honest feedback;
- participate in short evaluation moments for Modules in Development when reasonably requested;
- designate one contact person for the programme;
- report defects and unexpected behaviour rather than work around them silently;
- not publicly present Modules in Development as finished functionality of the Platform.
9. Customer Data, Privacy and Hosting
All Customer Data remains the exclusive property of the Partner. Cloud environments are hosted on EU infrastructure (Finland and Germany); Customer Data is not transferred outside the European Union. The Parties will enter into a Data Processing Agreement (GDPR) where required. The Partner may request a full export of its Customer Data at any time. The commitments of the NexusNext Trust Center apply in full, including the commitment that Customer Data is never used to train public or foundation AI models.
10. Confidentiality
The Mutual Non-Disclosure Agreement between the Parties applies to all information exchanged under this programme, including non-released functionality, roadmap details and pricing. Where no separate NDA has been signed, the confidentiality terms of the NexusNext Mutual NDA (as published in the Trust Center) are deemed incorporated into this Agreement.
11. Feedback and Intellectual Property
All intellectual property in the Platform remains the exclusive property of NexusNext. The Partner grants NexusNext the right to use feedback, suggestions and ideas provided under the programme for the improvement of the Platform, without compensation and without acquiring any rights in the Partner's Customer Data. No rights in the Partner's data, drawings, know-how or business information are transferred by this Clause.
12. Support and Availability
NexusNext provides support on a commercially reasonable efforts basis, with a priority channel for Founding Partners. Planned maintenance is announced in advance where reasonably possible. For generally released modules NexusNext aims for professional production quality; for Modules in Development, Clause 5 prevails.
13. Term and Termination
- This Agreement enters into force upon signature and runs for as long as the Partner's annual subscription continues.
- The annual subscription runs for twelve (12) months from activation and renews for successive twelve-month terms, unless either Party gives written notice at least thirty (30) days before the end of the then-current term.
- Where the Partner reverts to a monthly All-in Subscription, this Agreement ends at the end of the paid annual term: the platform access continues, but the Founder Rate, the access to Modules in Development and the roadmap rights of Clause 7 lapse.
- NexusNext may suspend or terminate with immediate effect in case of material breach (including non-payment) that is not remedied within fourteen (14) days of written notice.
- Upon termination: access ends at the end of the paid period, the Founder Rate lapses, and the Partner may export its Customer Data during thirty (30) days, after which the environment and its data are permanently deleted in accordance with the Trust Center retention policy.
14. Liability
To the maximum extent permitted by law, the total aggregate liability of either Party under this Agreement is limited to the subscription fees paid by the Partner in the twelve (12) months preceding the event giving rise to the claim. Neither Party is liable for indirect or consequential damages, loss of profit, or loss of data beyond the restoration from the most recent backup. Nothing in this Clause limits liability for fraud, wilful misconduct, or any liability that cannot be limited under mandatory law. The Partner acknowledges that Modules in Development are used at its own risk in accordance with Clause 5.
15. No Guarantee of Future Functionality
Nothing in this Agreement, the public roadmap or programme communications guarantees that specific functionality will be built, released or maintained. Purchase decisions should be based on generally released functionality.
16. Amendments
Amendments to this Agreement are valid only when made in writing and signed by both Parties. NexusNext may update programme practicalities (such as the format of the roadmap consultation) with reasonable notice, provided the Partner's core rights under Clauses 5, 6 and 7 are not reduced.
17. Governing Law and Jurisdiction
This Agreement is governed by Belgian law. Any disputes shall be submitted to the competent courts of Belgium, unless the Parties agree otherwise in writing.