It is Your responsibility to read and understand the terms and conditions for participation within any aspect of NEXU including any Platform or Services that it offers. You become a Member regardless of the level of involvement, by accepting the terms and conditions that You confirm that You have read, understood and accept to abide by. All terms are set-forth and may be updated periodically.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
The Agreement will be interpreted so as to give effect to the intention of the parties and the spirit of the Agreement when taken as a whole.
NEXU and/or any of their affiliates (herein referred to as "NEXU”, "We" "Our" or "Us") operates a marketing, discount and sales Platform that (includes but not limited to) offers products and services that can be purchased and the opportunity to earn cash-backs and earn commissions. The Platform and Services are offered via and includes web-interfaces, mobile device applications, browser based portals, data and software (herein, this will be referred to as the NEXU “Platform” and “Services”).
This “Agreement” is a legally enforceable contract between Us and You (as defined below), the user of the NEXU Platform and/or Services (herein referred to as “You”, “Your”, “Yours”, “Member” or “Members”). You (and its derivatives) refers to a person and/or a company using the NEXU Platform and/or Services. Any person or company that registers themselves as an entity listing an Offer for products or services are also deemed to be a “Merchant” or “Merchants” as well as a Member.
An “Offer” or “Offers” are products or services that Merchants display on the NEXU Platform. Offers can include but are not limited to general products and services which may or may not be offered with discounts, promotions and other advantages offered to NEXU Members. Access to these Offers may allow Members to instantly redeem a discount or special promotion, or once paid for may require redemption of the voucher at the Merchants premises or website. Redemption of the Offers may be executed in various methods including but not limited to, QR codes, voucher/promotion/discount codes, printed or digital vouchers, digital confirmation via NEXU Services and/or at the Merchants place of business.
The Agreement is between You and Us and governs Your use of the NEXU Platform and/or Services. Your use of the NEXU Platform and/or Services is an affirmative indication that You agree to be bound by the terms and conditions of this Agreement.
The Agreement is personal to You and any entity that You use to be a Merchant that You represent. You may not assign or transfer any of Your rights or obligations unless We agree in writing. We can assign or transfer any of Our rights or obligations without obligation to give You notice.
Neither party will be liable under the Agreement if it is prevented from performing its obligations by anything beyond its reasonable control.
This Agreement will not constitute employment, a partnership or joint venture of any kind between You and Us, nor between any party and the agent of another party for any purpose. You have no authority to bind Us and We have no authority to bind You.
Third-parties don't have any rights under the Agreement.
The regulations, terms and conditions contained herein represent the complete, final and exclusive Agreement between You and Us and supersede all prior Agreements, representations and understandings between Us and You. Any terms or representations which are not included in this Agreement are not enforceable, but We are not limiting Our liability for fraud or fraudulent misrepresentation.
All Services provided by Us must be used strictly for lawful purposes only.
You agree to pay any and all of Our legal expenses incurred as a result of a dispute between You and Us regardless of rulings and decisions.
We reserve the right to change the terms and conditions or functionality of the NEXU Platform and/or Services at any time without notice. We will endeavour to ensure that Members have been notified when changes will or have been made to this Agreement or the Services that We offer. It is also agreed that after notification of Agreement changes, continued use of the NEXU Platform and/or Services constitutes acceptance of the changes made to this Agreement. If You do not agree with changes to our Agreement, You should cease activity immediately and close Your account.
Members acknowledge that if any provision of this Agreement conflicts with any other rule, regulation, term or condition of the NEXU Services, the terms and conditions of this Agreement shall govern. Where any provision of the Agreement is rendered void, unenforceable or otherwise ineffective by operation of law, such avoidance, unenforceability or ineffectiveness that provision is severed from the Agreement and will not affect the enforceability or effectiveness of the remaining provisions.
This Agreement may be terminated by Us at any time. However, such termination does not affect the enforceability of the terms and conditions of this Agreement as they relate to acts and omissions during the period prior to such termination.
The Agreement and all elements of this Agreement will be governed by the substantive laws of England and Wales, with the exception of any conflict of law principles. The governing law does not, however, affect the applicability of mandatory consumer provisions set by the laws of a Member’s country of residence.
Disputes arising under or in connection with this Agreement shall be exclusively subject to the jurisdiction of the general courts of England and Wales, unless mandatory consumer legislation requires otherwise.
The NEXU Platform and Services allows Members to purchase Offers and potentially earn additional cash-back in the form of NEXU Credit (as defined below) as well as promote Offers by sharing and referring, motivated by the opportunity to earn commissions, again in the form of NEXU Credit (as defined below).
Joining NEXU is free (unless otherwise stated). Normal Members (those not registering as Merchants) will have no fees to pay for basic participation (unless otherwise stated) on the NEXU Platform and benefitting from basic NEXU Services, however Members may need to pay to withdraw NEXU Credit or for other premium services. Merchants will be subject to fees as detailed below or as detailed on the Platform. Only Members who have successfully completed the signup process may participate or use the NEXU Platform and/or Services.
By registering to become a Member You will be bound under this Agreement. If Your application to register is rejected, the Agreement will terminate immediately.
Unless agreed by NEXU in writing, Members may not now or in the future (for a period of two years from last usage of NEXU Services) be in the employment of any major competitors to NEXU and NEXU services, unless purely to be used in a personal capacity, if using in a personal capacity no information about the functionality of the Platform must be discussed with such competitor. By using NEXU Services you agree you will not set up or be involved in the management of a competing service. NEXU Services functionality must not be duplicated in any way and any such breach will be subject to legal action.
You can use the NEXU Platform and participate in the NEXU Services of purchasing/promoting Merchants and their Offers by logging into Your account and accessing the Members Area.
You must keep Your account password and information confidential and not share it with any other person. If You learn of unauthorized use of Your password or account, please change Your password immediately and contact Us immediately should You believe that there has been any misuse of Your account. NEXU are not liable for any misuse of Your account or any unauthorised access of it.
You will be given access to Offers that You may purchase and/or share to promote the Offers from Merchants of NEXU and their products or services.
The terms and conditions of each Offer are those stipulated by the Merchant. Multiple discounts per order may not be permitted unless otherwise expressly stated in an Offer. By purchasing an Offer you are agreeing to abide by those terms and conditions. For the avoidance of doubt should there be a conflict between these terms and conditions and those stipulated by a Merchant, Ours will prevail.
Additional terms and conditions may apply that are specific to each and every Offer offered via the NEXU Platform. Please be sure to check the terms and conditions for each Offer which may also require You to check with documentation and the website of the Merchants providing the offer. You must comply with any particular terms and conditions of any Merchant You deal with, promote or buy from. If You do not wish to comply with those terms and conditions You should deal with different Merchants.
In the event of a defined number of redemptions of an Offer, the code may automatically expire to prevent the abuse of discount codes, protect the Merchants and Our Service. This is subject to the terms and conditions of the Merchant and/or Our regulations.
The delivery (in which ever mode that may apply) of the products and services is the responsibility of the Merchant offering the product or service. We are in no way liable for the errors, faults, mistakes or any other misunderstanding or lack of satisfaction from Offers that You may choose to participate in.
Cancellations, returns and refunds must be taken up directly with the Merchant with whom You purchased the Offer and whose responsibility it was to deliver the product or service. Offers purchased on the platform are non-refundable through the Platform unless detailed by NEXU, for the avoidance of doubt this cannot be overruled by Merchant however the Merchant may choose to refund you directly.
NEXU at its absolute discretion may choose to provide NEXU Credit (as defined below) should an Offer not be redeemed. There may be a fee for such a service.
Members may have a free discount voucher that they can redeem only when they arrive at the location where the Offer is valid.
Offers may be active only during specified dates and/or times which will be specified in the terms and conditions of the Offer.
Members accept that We provide a Platform for Merchants to create, publish and promote Offers and that We are in no way responsible for the claims made by Merchants and We are not responsible if You should then find the same product or service offered with better conditions or a lower price. Your acceptance of the Offer is solely upon You.
The sale of products or services may also be restricted by third-parties who provide billing, payment or delivery solutions.
Through the use of moderators, moderating software and/or reports from Members, We will endeavour to block any Merchants or Offers that misuse the Platform and or have misrepresentation, errors, fake or false offers. We will bring these issues to the attention of the Merchant and/or take action to remove such Offers and if necessary block or remove the Merchant(s).
While conducting any form of promotion or advertising via the NEXU Platform and/or Services, Members must at all times abide by the Merchant Terms and Conditions as well as those imposed by the Merchant.
We reserve the right to suspend or delete accounts that have remained unverified since creation or have not been accessed within the last 12 months. Unless prior agreed by NEXU in writing, any such accounts will forfeit any NEXU Credit they are entitled to or own.
You must notify Us immediately if You become aware, or suspect, any abuses or potential abuses of the NEXU Platform, Services or Network.
The use of the NEXU Platform and/or Services and any content is solely at user’s own risk.
You may only use the NEXU Services for lawful purposes. You may not use, and shall take all reasonable steps to ensure that no other person uses the websites in a way that does not comply with the terms of any laws applicable to You or that is in any way unlawful.
You agree:
If Your use of the NEXU Platform and/or Services intentionally or unintentionally threatens the ability of NEXU to provide Our Services or other systems, We shall be entitled to take all reasonable steps to protect the Service, which may include suspension of access to NEXU Platform and/or Services. Repeated violations of the limitations may result in the termination of this Agreement.
We may suspend and/or deactivate Your account at Our own discretion for any action We deem inappropriate, this includes but is not limited to sending spam, engaging in any unsolicited promotional activities and/or fraudulent behaviour.
We prohibit the use of adware software. Members who operate websites or programs that push adware software may not join Us and will be removed from our Platform upon discover of such action. The definition of adware software is entirely at Our discretion.
We prohibit the use of the NEXU Services to Members and Merchants who operate websites containing content/products/services that are detailed in our Prohibited List.
We do not support the advertising or placement of advertisements on any sites connected with racist, immoral or illegal content.
We will make reasonable endeavours to ensure that Our websites and mobile device applications are generally available, but We make no representation or guarantees as to such availability. You accept this and agree that You may not make any claim whatsoever against NEXU should such down-time of Our Platform occur.
We may at times inform You about service windows and administrative matters but will try to keep communication to a minimum. In the case of unforeseen urgencies, We may abstain from informing You about maintenance work.
We have not reviewed all the sites linked to NEXU Services and are not responsible for the content of any offsite pages or any other sites linked to NEXU Platform and/or Services.
Since some of the websites associated to the operation of Our Services may be provided by third-parties that We cannot control, You acknowledge that We cannot guarantee that the availability of these Services or websites will be uninterrupted or error free. Similarly, We cannot guarantee that the transmission of any data or information over such third-party services will be secure nor that You will be able to access these websites at all times.
We assume no responsibility and shall not be liable for, any damages to, or viruses that may infect, Your computer equipment or other property as a result of Your access to, use of, or browsing on the NEXU Platform and/or Services or the downloading of any materials, data, text or images contained within Link Platform or Services.
NEXU Services involve the purchase and sale of offers. All transactions on the platform including but not limited to purchases, sales, cash-back and commissions will be made using gift credit (“NEXU Credit”). It will be necessary to load NEXU Credit into the NEXU wallet service in order to make any purchases. Transactions made on the platform may not refer to NEXU Credit, so please take this as confirmation that all transactions on the platform are done so using NEXU Credit unless explicitly stated otherwise, should you not agree with this please do not use NEXU Services. By purchasing NEXU Credit you agree to be subject to our terms and conditions. NEXU Credit is non-refundable unless otherwise agreed by us in writing. We do not Guarantee to provide methods in which NEXU Credit can be spent however where possible We will, at Our absolute discretion, endeavour to make NEXU Credit withdrawable to a bank account or other payment method, this is not guaranteed, a fee maybe chargeable for such a service.
Where a Member is in debit on there NEXU Credit balance, they agree to purchase sufficient NEXU Credit to remove this deficit within 48 hours. Your account may be suspended until a positive balance is restored.
Should any dispute arise You agree that NEXU will have the absolute discretion to resolve any dispute as it best sees fit acting reasonably.
As NEXU Credit is non-refundable, please take this as notification that We will reject any chargeback attempt and reserve the right to seek re-imbursements in Our costs for any such attempts.
Any disputes arising from transactions with Merchants will be between the relevant Member and the relevant Merchant. NEXU are in no way liable for this but may choose, at Our discretion, to act as a mediator by the raising of a dispute, there may be a fee for such a service which will be communicated in advance. Should NEXU act as a mediator its decision will be final and binding on both the Merchant and Member. Both Merchants and Members agree that NEXU may act in this capacity and to be bound by its decision should either party raise a dispute. This may result in a payment to the maximum value of the transaction value disputed, in addition, where relevant, return postage costs or other reasonable charges. Any payments required under such a decision must be paid within 48 hours.
Subject to this Agreement and its terms, We hereby grant to each Member a free, non-exclusive, non-transferable and revocable license to market and distribute NEXU Services to Qualified Contacts (as defined below), and to use NEXU trademarks, logos and URLs provided by Us for these specific purposes.
"Qualified Contacts" means other members or known contacts that You have already spoken to or have their permission to send marketing information or feel confident that they would not be offended by You making shares or referrals for material, information, campaigns, products and/or services offered by NEXU and any Merchants contained within NEXU Platform. Qualified Contacts may be people that You send messages or Offers to directly (considered ‘referring’ or indirectly via social media shares (considered ‘sharing’).
To be valid, all shares and referrals must be tracked using Our technology, verbal referrals, emails or other methods will not be accepted.
Members that share the same personal/company details, or website details or commission payment details may also be deemed 'self-referral'. Sharing and/or referral commissions and any other earnings associated with this type of 'self-referral' may not be paid. Our sole discretion will determine the meaning of 'self-referral.'
Copy and pasting a shared or referred Offer may not allow You to be recognised in your subsequent share or referral. You must always refer back to the NEXU Platform and then share of refer directly from NEXU so that Your ID can be associated to that share or referral. Only this way can we be sure to track Your activity on NEXU and where applicable, reward you for any sales that you generate that entitle You to a Credit, commission or reward.
You may receive commissions for Your assistance in bringing new Merchants to NEXU. We currently endeavour to pay 1% of all sales for that Merchant on the NEXU marketplace only, however We reserve the right to change this at any time.
NEXU may, at its sole discretion, also agree with You to pay commissions for bringing on new Members, this is not currently available to all Members and will be agreed in advance and in writing on a bilateral basis with You. Such communication must clearly state the level of commission payable.
These referral commissions are not guaranteed and may be withdrawn at any time at Our sole discretion. All commissions will be paid as NEXU Credit.
Members may receive a cash-back on their purchases and/or share/referral commissions for their assistance in marketing Offers from Our Merchants. Cash-backs and share/referral commissions are not guaranteed on all Offers and may be withdrawn at any time at Our sole discretion. All commissions and cash-backs will be paid as NEXU Credit. Members should check the cash-back and commission details for each Offer.
Typically, after Our required holding periods, such as for fraud prevention or unless blocked by reasons outside of Our control, payments for cash-backs and/or commissions that are due and available will be paid on a weekly schedule, if not more frequently.
Payments that are credited to Your account as available, will be immediately available for use by Members to spend on the NEXU Platform and/or at NEXU’s discretion be available to be paid to the Member as per his/her request based on the payment options available by NEXU. Upon receiving an instruction from a Member to be paid, should We accept the instruction We will endeavour to pay amounts due and available as soon as possible, but no later than thirty days after the end of each calendar month.
Depending on Your region and the associated legal requirements, when We make a payment cycle, You will be notified and an invoice will be generated automatically so that We may process the funds. If the amount to be paid is equal to or exceeds the minimum threshold for payment, the payment will be made free of charge. Less than that and We may apply a payment fee which can be seen in the Fee Table. We are only liable to pay amounts relating to earnings from a Merchant transaction providing We have received those payments, either from other Members and/or the Merchant and/or any third-party payment service providers that We may be directly or indirectly using.
Where possible, We will pay in the currency of Your territory. When not an option that We can provide, Members will be paid, at Our discretion, in Great British Pounds (GBP), Euros (EUR) or United States dollars (USD), irrespective of the reported currency from the Merchant. You accept that any currency conversion calculations that takes place are accurate and accept any third-party processing or exchange fees.
Cash-back and commission balances are combined across all activities that generated a valid Transaction. Amounts due are not paid out on an individual Offer basis. We may not make any payments which are less than the "Minimum Payment Threshold" as detailed in the Fee Table. If You have total cash-back and/or commissions which are less than the Minimum Payment Threshold they will be held in Your account and available for use within the NEXU Platform.
If a payment to You is rejected for any reason and is required to be re-sent using any of the other payment methods offered by NEXU, a 'repeat reprocessing' administration handling fee may be charged and deducted from the payment amount. This amount can be seen in the Fee Table. Any costs incurred or associated with return of a payment will be deducted from the payment amount. The amount of the Minimum Threshold may change from time to time.
If We suspect You have generated NEXU Credit through cash-back and/or commissions in a manner that may be fraudulent, in breach of laws or regulations or in breach of this Agreement or the terms set out by a respective Merchant, or should the Merchant that lead to the generation of those amounts be suspected to have been involved in activity that breaches this Agreement, You will, by way of future assignment, assign to Us all of Your rights and ownership of those NEXU Credits, cash-backs and/or commissions. This may include any payment(s) that You have already been paid in respect to NEXU Credit or payments to You, which You will repay to Us when asked.
Any unclaimed NEXU Credit will remain available in the account until such time that the account is suspended due to inactivity. If We cannot get in contact with You using the contact details that You provided in Your application or account settings, and You have not logged onto Our Platform for 12 months; You waive Your rights to those NEXU Credits and You assign (by way of future assignment) all of Your rights and ownership to any NEXU Credit, cash-backs and/or commissions which We are holding in Your account to Us.
If We are late paying Your NEXU Credit, cash-backs and/or commissions, You cannot terminate this Agreement on the basis that the delay constitutes a breach of this Agreement.
NEXU, in its sole discretion will make payments to a Member if there are no outstanding fraudulent activity claims raised by Us or any of Our Members/Merchants. If appropriate, a Member’s account balances will be adjusted to remedy these claims.
You will not receive any interest on any NEXU Credit, cash-backs and/or commissions held in Your account.
We reserve the right to terminate a Member’s account and not pay the accrued NEXU Credit balance where the Member has been deemed to breach this Agreement or a specified Merchant’s terms and conditions.
We, at our sole discretion, may disqualify a Member from participation in the use of any or all portions of the Platform if such Member engages in any conduct that We deem to be illegal, improper, unfair or otherwise adverse to the operation of the Platform and/or Services or detrimental to other users of the Platform.
Such improper conduct includes, but is not limited to: (a) falsifying personal information that is required for Membership application; (b) spamming; sending excessive shares, referrals or emails relating to NEXU and/or it’s Offers; (c) accumulating earnings or falsifying Merchant program expenditure through methods such as programming techniques or falsified information; (d) intentionally trying to defraud or otherwise tamper with the computer programs or data relating to Member information or activity within or comprising of the Platform; (e) fraudulent activity.
We may void and refuse to pay/reimburse monetary sums that a Member has earned or deposited and/or require the return of any monetary sums that a Member may have accumulated and been paid if engaged or previously engaged in improper conduct.
We may also recover any outstanding fees owed by Members using one or a combination of methods that include deductions to the Members current balance.
Members further acknowledge that the forfeiture of earnings or deposits shall in no way prevent Us from pursuing other avenues of recourse such as criminal or civil proceedings in connection with misconduct.
Members may voluntarily close or terminate their account with Us. Doing so does not terminate Your previous obligations under this Agreement. Doing so, You waive Your right to be paid any unpaid NEXU Credit, cash-backs and/or commissions and You assign (by way of future assignment) all of Your rights and ownership to any NEXU Credit, cash-backs and/or commissions which We are holding on Your account.
You will not receive any NEXU Credit, cash-backs and/or commissions which are earned after the date of termination.
Where possible, We pay all payments directly to the Members account details that they specified. However, when and where legally obliged, We may be have to withhold payments of earned commissions due to any tax liabilities. We will release such funds upon legal confirmation that We may do so. Any withheld funds are not liable to interest gains or losses.
We are only obliged to pay cash-backs and/or commissions from Transactions that have been completed, which includes that We have received payments from all relevant parties (Members, Merchants, third-party payment service providers) and any required waiting periods have passed.
Where an amount is owed to NEXU, You will pay us within 48 hours. Any late payments will be charged a penalty interest at a rate of the Bank of England base rate plus 5%.
Any Member may become a Merchant and promote their business by creating Offers for their products or services.
As a Merchant using the NEXU Services, You will be wholly responsible for providing Us with creative material and promotional tools with respect to Offers and monitoring and managing all aspects of Your Merchant account, including but not limited to:
We bear no responsibility whatsoever for the monitoring and managing of Your account. However, You accept that We may use moderating methods to control and check that Your Offers meet the criteria of these terms and conditions.
Please ensure that when a discount is offered that the recommend retail price shown is justifiable and You agree that NEXU is under no obligation to monitor this. You will indemnify Us and cover any fine and/or legal costs for any breach of obligations under this.
You agree to indemnify Us from any breach of our terms and conditions or legal or regulatory requirements and agree to pay any costs incurred by Us in relation to this. NEXU reserve the right to seek damages against You for any material breach that damages the reputation of NEXU.
You acknowledge that You understand the fee structure for using the NEXU Platform and/or Services and that You will be liable to pay all fees which may also include Our agreement to pay Our Members and cash-backs and/or commissions on Transactions generated by any Member of NEXU. Should a fee not be detailed in this Agreement then a fee will be detailed on the Platform when utilising a service, failing this a fee should be agreed in writing with NEXU prior to utilising the specific service, should this not be agreed NEXU reserve the right to set a fee, acting reasonably.
Prior to activation of Your Offers on the NEXU Services, You must determine whether the fees You will pay for each transaction will be the standard rate or an increased amount that may also be shared with Our Members of the NEXU Services. This increase in fee will be used in part to increase the cash-backs and commissions for Your Offers in order to generate greater interest from Our Members towards Your Offers. Depending upon the options offered by the NEXU Services, this may be a fixed amount per transaction or a percentage of the value of the Transaction, or a combination of both. In either case, You will know the maximum cost of the Transaction which therefore provides You with a known Cost Per Acquisition (“CPA”).
In addition to the Offer fee paid to Us, and only where applicable, You must also consider and agree to pay any payment collection fees that may be applicable when a Member purchases Your Offer(s). This fee may be a single flat rate fee, a percentage of the money collected or a combination of both. For normal Offers We try to include this in Our fee or the known CPA, but this will be stated when creating the Offer.
In such cases that Our fees are not collected by Us from Member purchases on the Platform, Your account will only remain active whilst You have sufficient credit with Us. You will have sufficient credit with Us if the amount in Your account is equal to or exceeds the total sum of:
If Your account has insufficient credit, We may deactivate or suspend Your account and/or Offers without notice to You.
In the event that We deactivate or suspend the operation of Your account, You will not hold Us liable or responsible for any loss or damages You suffer as a result of such deactivation or suspension.
We do not guarantee that Your participation as a Merchant on the NEXU Services:
We are not liable or responsible for Your advertising material or any links to off-Platform websites that contain content from Our Prohibited List. The management and monitoring of the use of Your advertising material on the NEXU Services is Your sole responsibility and You accept any actions that We may take to protect Us and Our Members will be justified.
You will not hold Us liable or responsible for Your advertising material being placed on a Member's website which contains content from Our Prohibited List. The management and monitoring of the use of Your advertising material on Member websites is Your sole responsibility.
Should a dispute arise between You and another Member and We are requested by You and/or the Member to intervene and assist in resolving the dispute, any such intervention and assistance provided by Us is at Our discretion, without prejudice to Our rights under the terms of the Agreement and We will not be held responsible or liable for the result of such intervention and assistance. We reserve the right to charge a fee for this assistance, the amount of which will be communicated in advance. You agree that Our decision when providing such assistance is binding and may result in a cost to You.
The top-level domain URL advertised or promoted by You in any Offer must be identical to where Members are taken to when clicking such links.
You must provide timely responses to Members in relation to Your Offers. If You change any terms and conditions in relation to Your Offers You must immediately update Your Offers and any other information related to the NEXU Services. You must contact any Members who may be affected by those changes in a timely fashion. Should any changes affect any Members that have already purchased Your Offers, You agree to offer them a full refund or resolve the matter in such a manner that the Members are happy and agree to those changes.
You will actively manage and monitor Your account and all active Offers for fraudulent or illegitimate activity (e.g. if receiving payments direct, use of invalid or stolen credit cards, falsified or duplicate Members, automated purchasing or lead submission). NEXU and/or a third-party payment provider may also have or put in place automated checking processes that:
If any such details are found to be blacklisted, We may cancel, suspend or deactivate the Member's account and may void any/all Transactions.
Notwithstanding the foregoing, We accept no responsibility for any fraudulent or illegitimate Transactions or fraudulent or illegal activity by a Member on Your account and You will not hold Us liable for any loss You suffer as a result of any such fraudulent, illegitimate or illegal Transactions or conduct.
Merchants agree that they will not decline Members in a predatory fashion, or decline for reasons that are unfair. For example, Merchants are not allowed to decline Members simply because they are a current Member of one or more other Member networks. Network choice is a freedom given to Members and is not to be dictated by a Merchant. Merchants agree that some Members are granted a "VIP" status within the NEXU network and are therefore not subject to the normal approval processes. These Members have been proven as ethical and high earners by NEXU and may be granted certain rights.
You will not hold Us responsible for Your Merchant account or Offer settings or closures and any resulting loss or damage You may incur as a result of such settings or closures.
You are responsible to set and monitor compliance by Members of any terms and conditions which You apply to Your Offers.
You acknowledge that in the absence of any specific terms and conditions regarding the promotional methods/tools You require be used by Members, Members may use any legal method/tools to promote Your Offers.
You acknowledge that in the absence of any specific terms and conditions regarding the use by Members of third-party search engines such as Yahoo, Bing, Google, etc. (including the use of keywords) to promote Your Offers, Members may use any third-party search engines without limitations as to the use of keywords to promote Your Offers.
You must act in good faith and abide by any terms and conditions You set when validating or cancelling Transactions.
Should You be unable to fulfil a transaction, NEXU, at its discretion, may assist in providing a refund, NEXU may charge a fee for such a service, this fee will be a maximum of the CPA.
We may from time to time request from You information relating to Transactions for the purposes of:
You must provide Us with any such information within five (5) business days of receiving a request from Us which information You must not unreasonably withhold.
You accept and agree that the use of third-party software may not always correctly record Transactions on the Platform. You agree that You will not rely on nor will You seek to compel Us to rely on reporting generated by third-party software in respect of web traffic (including Transactions) generated via the NEXU Services. You acknowledge that reporting generated by third-party software will be of no relevance whatsoever to Your obligations under the Agreement with Us.
During the term of this Agreement, You shall not solicit any Member, Merchant, employees, commercial partner, web site, or e-mail/service provider that is obtained through the Services provided by Us under this Agreement, nor shall You transfer any Member obtained through the Services provided by Us under this Agreement to any third-party provider or any in-house program substantially similar to the Services being provided by Us. You shall not encourage any such Member to so transfer to Yours or any other network program. In the event that You do directly solicit or cause to be transferred any Member, You shall pay Us what We would have otherwise earned had You not violated this provision. Except as expressly set forth above, nothing herein shall be deemed to restrict Merchants from entering in to independent strategic partnerships or other agreements with other parties or to prohibit Merchants from advertising, merchandising or promoting its products or services in other manners.
You agree that We may identify You as a Merchant of Us in Our client lists and other marketing materials and that We may issue a press release announcing the establishment of the relationship between You and Us. Any use of Our name and/or logo by You shall require Our prior written consent.
You may not refer Yourself ('self-referral') as either Merchants or Members with the aim of receiving the referral commission.
In consideration for Merchants accessing the NEXU Platform and/or Services, You will pay Us a fee which may be based on any of the following:
These fees are explained in the Fee Table. Failure to pay any element of the fees that are due may result in the suspension of Your Merchant account until such time as those fees have been paid and where relevant Your Merchant account is put into credit. Continued failure to pay any of the fees may result in a permanent suspension of Your Merchant account and additional action to recover any debts. All fees paid to Us are non-refundable.
Merchants will use the NEXU Merchants Members area to set out the fee that You are willing to allocate to Us for each validated Transaction on each Offer. Except for the standard minimum fee, Merchants are free to decide how much more of a fee they would like to pay for each validated Transaction. This is so that We can increase the cash-back and/or commissions that We pay to Members for buying or promoting You Offers.
NEXU, will decide and chose how much We are willing to pay to Members as cash-back and/or sharing/referral commission.
NEXU where possible will immediately debit fees from Your NEXU Credit. Where this is not possible, We will seek payment through other means such as credit card, debit card or bank transfer. All payments must be made within 48 hours unless otherwise agreed.
To remain active, Your account may need to always remain in credit.
Depending upon the type of Offers that You are offering, We may debit from Your account the amount of the fees due by You to Us for each validated Transaction. In the event that there are insufficient funds in Your Merchant account from which We can effect such payments, We may not be able to approve or authorise transactions and may withdraw Your Offers from the NEXU Platform. In the event that You fail to make payment(s) to Us for any amounts that become due and are payable by You under the Agreement and We incur further legal or other expenses in seeking to recover those amounts from You, You will be liable to Us for the full amount of any such legal and/or other expense.
Monies owed to You from Us for Offers sold that consist of Your products and services purchased by Our Members will be paid to You upon the delivery conditions of that Offer being met. Subject to restrictions from third-party payment providers that We may directly or indirectly use, and depending upon the product or service terms and conditions, We will pay You after twenty-four hours or later, depending upon the associated risk by You to deliver the product or service to Our members. We will endeavour to pay You as soon as possible, but may have to delay payments to ensure Member satisfaction and or as a security/risk conditions imposed by third-party payment providers.
All payments made will be made using NEXU Credit. For Merchants being paid NEXU Credit in relation to sales of their products or services. NEXU agrees that any NEXU Credit received by Merchants in relation to this will be withdrawable to your bank account or other payment method mutually agreed, subject to the terms of this Agreement. Any NEXU Credit received for other means we do not guarantee will be withdrawable, although we will endeavour to do so. Should any transaction deem to be fraudulent or breach any laws or regulations You will agree to reimburse Us within 48 hours, We reserve the right to charge a fee for this should You be at fault. We reserve the right to keep any fees paid for our services however at our sole discretion we may choose to refund these depending on the circumstances.
A Transaction occurs when a Member of NEXU sees an Offer on the NEXU Platform (including but not limited to Our website, mobile device application or other promotional methods, e.g. email and social media) and:
Members may earn NEXU Credit, cash-backs and/or commission for any Transactions (subject to Validation of a Transaction) which are validated by the NEXU Services which You will see in Your Merchant account, for which Your validation must not be unreasonably withheld.
The Transaction fee rate in place at the time a Transaction payment occurs is applicable to that Transaction regardless of when it is validated, redeemed or not.
Our tracking codes provided to Members and Merchants must not be modified in any way or used in any programming method or with technology that may degrade the integrity of the tracking of Transactions. In the event that We determine that You are in breach of this clause, We may terminate Your activity and/or any Offers for which the tracking code was issued.
You agree and accept that exchange rates used to collect payments, calculate cash-backs, pay commissions or any other payments are agreed to be accurate and may include exchange fees charged by third-party payment service providers.
You agree that We can raise invoices on Your behalf for any of the cash-backs and/or commissions payable to You during the term of this Agreement. This is known as "self-billing". Therefore, unless otherwise requested, You must not raise invoices for any of these cash-backs and/or commissions.
You must notify Us immediately or update Your account details accordingly if:
We may engage a third-party to issue invoices on Our/Your behalf.
You may terminate a Member from Your Merchant account or from Your Offers at any time by giving the Member written notice of the termination and informing Us so that We may process the termination on the NEXU Platform. In the event of You terminating a Member from Your Merchant account You must:
In relation to the processing of the termination on the NEXU Platform and its Services, You must notify Your point of contact or an Account Manager at NEXU regarding the termination including the reasons for requesting the termination/block.
We are not responsible for a Member’s non-compliance with a termination by You.
We may terminate a Member from Your Offers at Our sole discretion and We are not obliged to notify You of their removal. In doing so We will act in good faith and use Our best endeavours to give You notice of the need to terminate or block a Member who is or has become Your client.
Any refund due to You by Us is subject to Your Merchant account remaining active. Unless otherwise agreed in writing, Our fees are non-refundable.
Any fees paid for additional Services such as, but not limited to, banner design fees, banner hosting and Data feed service fees, translation Service fees and other promotional advertising Service fees are non-refundable. Unless otherwise agreed in writing, account balance refunds are issued back to the Bank Account or Credit Card used to make the initial purchase as advised by You or as NEXU Credit.
We are under no obligation nor will You hold Us responsible to compensate You for financial losses (including loss of profits) as a result of malfunctions, stoppages or downtime or use of the NEXU Platform or Services, banking software malfunctions, payment gateway malfunctions or inadvertent errors that affect Merchant activities.
We will not be held liable or responsible to repay, reimburse any bank fees or charge-backs that You may be subjected to due to using the NEXU Platform or Services or as a result of any misuse by Members.
Either You or We can terminate this Agreement by giving the other party one calendar month's written notice.
Your Merchant account and Offers will be deactivated or closed on and from the date of termination.
Merchant Offers that have not been made active after a period of one (1) year will be cancelled and the Merchant's account closed. We will take reasonable steps to contact a Merchant before closing a Merchant's account. In the event that We are unable to contact a Merchant and then close the Merchant's account, any credit will be forfeited by the Merchant to Us and become (by way of future assignment) the property of NEXU.
In the event that You omit or to do something that has the effect of allowing Transactions to not be properly recorded on the NEXU Platform, any commissions due to Members for such Transactions will still remain payable by You to Us and the Member. You authorize Us to debit Your Merchant account in respect of those cash-backs and/or commissions and effect payment to the Members.
Either You or We can terminate this Agreement immediately by giving the other party written notice if the other party: (a) is, or likely to become, insolvent or bankrupt; (b) is unable to pay its debts or negotiates with its creditors; (c) appoints an administrator or other insolvency practitioner.
Upon and after cancellation, You are obliged to fulfil the delivery requirements of any Offers that have been sold but remain undelivered or fulfilled in any way, or You must make a full refund to NEXU so that We can refund the Member.
Outside of the given use of the NEXU Services, Members may not distribute, modify, transmit, reuse, re-post, or use the content of the NEXU Services for public or commercial use, including text and images without Our written permission.
Members should assume that everything they see or read on the NEXU Platform and/or Services or any associated websites or applications is copyrighted unless otherwise noted and may not be used except as provided in this Agreement or in the text provided on the NEXU Services without Our written permission. We neither warrant nor represent that Member’s use of materials displayed on the Platform will not infringe the rights of third-parties.
NEXU Platform and Services may now, or hereafter from time to time, contain links to third-party “web platforms.” We do not control, investigate, monitor or check such web platforms, We are not responsible for the computer programs available from or the content in or the opinions expressed on such web platforms. We provide such third-party links only as a convenience to Members of the NEXU Services and the inclusion of a link does not imply any approval or endorsement of web platform by Us. If You decide to leave the NEXU Platform and access any third-party web platform, You do so entirely at your own risk. We will not be responsible for any form of injury or any liability to You resulting from web site content or communication that may be offensive, misleading or illegal.
The trademarks and logos displayed on the NEXU Platform and/or Services are registered Trademarks of NEXU and/or others associated entities. Nothing contained on the NEXU Platform should be construed as granting use of text, logos, Trademarks etc., by implication, estoppel or otherwise. The presence of any logos and/or text does not in any way license You or provide the right for You to use any Trademark displayed on the NEXU Platform without Our written permission or any such third-party that may own the Trademarks displayed on the NEXU Platform. Your misuse of the Trademarks displayed on the NEXU Platform, or any other content on the NEXU Platform, except as provided in this Agreement, is strictly prohibited. You are also advised that We will aggressively enforce Our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
We claim copyright in relation to the software and all content (excluding associated websites) comprising the NEXU Platform and Services owned and/or operated by Us.
Outside of the use specified, You may not distribute, modify, transmit, reuse, re-post, or use the content of the NEXU Platform for public or commercial purposes, including the text and images without Our prior written permission.
Any communication or material that You transmit or post to the NEXU Services by electronic mail or any other method, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything You transmit or post may be used by Us and our Members for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, You consent to the posting and transmission of any data from Your online shopping cart, online store and any other source. We are free to use any data, ideas, concepts, know-how or techniques contained in any communication that You send to NEXU for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information, without any additional compensation to You.
We use ‘cookies’ in the administration of the NEXU Platform and Services. Cookies are small text files that are placed on Your computer when You visit a website such as those maintained by Us. They are used to make our websites work as efficiently as possible, to provide You with a more personalised experience and to provide information to Our website administrators on how well the site is working.
The use of cookies is subject to change as the NEXU Services are developed and new functionality is included. Please note that some cookies are essential for the provision of NEXU Platform and Services. If You block these cookies parts of the websites and/or Platform/Services may not operate effectively or at all.
We shall without limitation not be liable for damages caused by injury or death of any person employed or contracted by any other party to be involved with NEXU.
We will not be liable to Members with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if We have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall Our cumulative liability to a Member arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission or fees paid by that Member under this Agreement.
We are not liable or obligated to support or provide any technical advice relating to any third-party software being used.
You agree to indemnify and hold harmless NEXU and its Merchants, their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable solicitors' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on
“Confidential Information" includes any information which is disclosed to You and potential Members and marked or described as confidential. Confidential Information also includes any information disclosed to You and which ought reasonably be treated as being confidential. Know-how, information about Merchants, data and software are all examples of Confidential Information. If You are unclear on whether any information disclosed to You is Confidential Information, You should ask Us whether or not it can be disclosed.
By entering this Agreement, You consent to Us publishing Your name on the NEXU Platform and/or Services. You also consent to Us publishing the information You provide to Us on the NEXU Platform to provide You with Our Services, unless You notify Us that this information is confidential.
You must not disclose any Confidential Information to any third-parties and You must take all reasonable steps and precautions to prevent disclosure of Confidential Information. You must not use Confidential Information for any purpose other than enjoying Your rights or fulfilling Your obligations under this Agreement.
Confidential Information does not include any information which is publicly available, unless it has become publicly available because You (or someone that You passed the information to) have disclosed it. Confidential Information also does not include any information which You received from a third-party, unless that third-party is breaching an obligation of confidentiality by disclosing it to You.
The disclosure of our Confidential Information may cause Us harm which cannot be repaired, or may cause Us losses which cannot be recovered or compensated. Therefore, if Confidential Information is disclosed in breach of this Agreement, or if disclosure of Confidential Information is threatened, You agree that We can obtain an injunction against You to prevent disclosure. Our right to an injunction is in addition to any other rights We may have to protect our Confidential Information. If the court grants Us an injunction, You must pay all of our legal costs of applying for the injunction.
In this Agreement "Tax" means any Value Added Tax or any other tax or charge of a like nature levied or imposed in relation to a supply (or deemed supply) of any goods, property (real or otherwise), service or any other thing. If Tax is levied or imposed on or in respect of any supply made under or in relation to this Agreement for which consideration is a monetary payment, then the amount payable for that supply is increased by the rate at which that Tax is levied or imposed.
To the general extent of our cooperation, and not withstanding the above, all tax liabilities and obligations are the responsibility of You and/or the Merchant that You represent. You understand and accept that We are in no way responsible for Your obligations to declare and pay for any taxes that may be due from Your participation with NEXU.
Where possible, We pay all amounts to the accounts that Merchants have specified within the time frame agreed. However, when and where imposed or legally obliged by legal or regulatory authorities We may be required to withhold payments due to any tax liabilities and injunctions that are imposed upon Us. We will release such funds upon legal confirmation that We may do so. Any withheld funds are not liable to interest gains or losses. In any such case, a statement will clearly show what has been withheld and where it has been paid.
Version: 11 January 2020
ALL TERMS AND CONDITIONS
NEXU do not accept Merchants who wish to promote, sell or otherwise distribute products or services that are deemed illegal or immoral.
We prohibit the use of the Platform and/or Services by Merchants who operate websites or sell products and/or services that containing or deal with matters related to:
The definition of these categories is entirely at the discretion of NEXU.
Minimum fee: 15% of the Offer sale price.
Withdrawal of NEXU Credit: