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 Nexus platform is under active development. Through the Founding Partner programme, a limited number of manufacturing companies obtain early access to the platform — including modules that are still in development — in exchange for practical feedback and a direct role in shaping the product roadmap. This Agreement sets out the rights and obligations of both Parties within that programme.
3. Definitions
- "Platform": the Nexus software platform operated by NexusNext, including its modules for sourcing, quotations, orders, supplier management, knowledge and production.
- "Founder Edition": the Professional-tier subscription made available to Partners while the tier is under construction, including access to Modules in Development.
- "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 preferential subscription rate granted to the Partner under Clause 6.
- "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 — Approval Required
Participation in the Founding Partner programme, and any subscription to the Founder Edition, is available by approval only. The Partner applies in writing; NexusNext decides on admission at its sole discretion and may decline an application without stating reasons. The number of Founding Partners is deliberately limited. Admission takes effect only upon signature of this Agreement by both Parties.
5. Founder Edition Access
The Partner receives access to the Founder Edition, which includes 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are provided "as is" and "as available": their functionality, appearance and behaviour may change, be paused or be withdrawn as development progresses;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;
- 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
The Partner pays the Founder Rate agreed at signature. As long as the Partner's subscription continues without interruption:
- the Founder Rate remains permanently frozen for the subscribed tier, regardless of future list-price increases;
- upon a tier upgrade, the then-current founding-partner conditions for the higher tier apply, as agreed in writing at the time of upgrade.
The Founder Rate does not cover: AI training credits for the knowledge module ("brain"), custom development, on-premise installation, or third-party costs — these are quoted separately. 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 (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 subscription continues.
- Either Party may terminate with three (3) months' written notice.
- 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.